Common use of Supplier Obligations Clause in Contracts

Supplier Obligations. 3.1 The Supplier shall: (a) provide the Goods and Services with all due care, skill and diligence and in accordance with Good Industry Practice; (b) provide the Services so as to meet or exceed the Service Levels; (c) ensure that all and any personnel involved in delivery of the Goods and performance of the Services carry out their roles in an orderly manner (having regard to the nature of the duties being performed by them), that such personnel are at all times polite, presentable, of good personal hygiene and respectful to the Company, its employees and other suppliers and customers and to members of the public and that they carry out their duties in such a way as to cause no unreasonable or unnecessary disruption to the business of the Company; and (d) prepare such reports and provide such information in relation to the Services as the Company may reasonably require. 3.2 The Services shall be provided in accordance with any Service Provision Instructions. If no times are stated in the Service Provision Instructions then the Service Provision Instructions shall be deemed to be that the Services are provided between 9am and 5pm commencing on the fifth Business Day following the date of the relevant Order until the Services have been completed to the satisfaction of the Company. 3.3 The Goods shall be delivered in accordance with any Delivery Instructions. If no time for delivery is stated in the Delivery Instructions then the Delivery Instructions shall be deemed to be that the Goods are delivered between 9am and 5pm on the fifth Business Day following the date of the relevant Order. 3.4 The parties agree that time of delivery of the Goods and Services is of the essence. 3.5 The Supplier shall not deliver Orders by instalments without the Company's prior written consent. Where Orders are to be delivered by instalments, they shall be invoiced and paid for separately, unless otherwise notified in writing between the parties. References in this Agreement to Orders shall, where applicable, be read as references to each instalment of such Order. 3.6 Without prejudice to any other rights or remedies the Company may have, if Goods and/or Services are not delivered in accordance with the appropriate Delivery Instructions and/or Service Provision Instructions (as appropriate) then the Company may: (a) refuse to accept any subsequent attempted delivery of the Order; (b) terminate such Order with immediate effect; and/or (c) obtain substitute products and/or services from another supplier and recover from the Supplier any costs and expenses reasonably incurred by the Company in obtaining such substitute products and/or services which may, without limit, include increased costs of such products and/or services, provided that the Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Company's failure to comply with its obligations under the Agreement provided that the Supplier can evidence to the Company's reasonable satisfaction that the Supplier would otherwise have avoided such failure or delay but for such Company's failure to comply. 3.7 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note showing the purchase order number, the date of the Order, the type and quantity of Goods included in the Order, and, in the case of an Order being delivered by instalments in accordance with clause 3.5, the outstanding balance of Goods remaining to be delivered. 3.8 The parties agree that a receiving signature of a delivery or receipt note for the Goods shall not constitute any acknowledgement of the condition or nature of Goods delivered. 3.9 The parties agree that if in respect of an Order, the Supplier delivers more or less than the quantity of Goods ordered, the Company shall be entitled to reject the Order in whole or in part. 3.10 If the Supplier requires the Company to return any packaging materials, that fact must be clearly stated on the delivery note accompanying the relevant delivery, and any such returns shall be at the Supplier's expense. 3.11 The Supplier shall respond promptly to any requests made by the Company in connection with the provisions of this Agreement. 3.12 The Supplier warrants and represents to the Company that its obligations under this Agreement shall be performed by appropriately qualified, trained and experienced personnel in accordance with Good Industry Practice. 3.13 The Supplier warrants and represents that there are no actual or potential undertakings, business activities or interests of the Supplier which could give rise to a direct or indirect conflict of interest with the interests of the Company or Group Company. 3.14 The Supplier shall have no authority and shall not hold itself out as having authority to bind the Company or incur expenditure on behalf of the Company unless they are specifically authorised to do so by the Company in writing.

Supplier Obligations. 3.1 4.1 The Supplier shall: (a) provide warrants that during the Goods and Services with all due care, skill and diligence and in accordance with Good Industry Practice; (b) provide Term the Services so as to meet or exceed the Service Levels; (c) ensure that all and any personnel involved in delivery of the Goods and performance of the Services carry out their roles in an orderly manner (having regard to the nature of the duties being performed by them), that such personnel are at all times polite, presentable, of good personal hygiene and respectful to the Company, its employees and other suppliers and customers and to members of the public and that they carry out their duties in such a way as to cause no unreasonable or unnecessary disruption to the business of the Company; and (d) prepare such reports and provide such information in relation to the Services as the Company may reasonably require. 3.2 The Services Mobile App shall be provided in accordance with any Service Provision Instructions. If no times are stated in the Service Provision Instructions then the Service Provision Instructions shall be deemed to be that the Services are provided between 9am and 5pm commencing on the fifth Business Day following the date of the relevant Order until the Services have been completed to the satisfaction of the Company. 3.3 The Goods shall be delivered in accordance with any Delivery Instructions. If no time for delivery is stated in the Delivery Instructions then the Delivery Instructions shall be deemed to be that the Goods are delivered between 9am and 5pm on the fifth Business Day following the date of the relevant Order. 3.4 The parties agree that time of delivery of the Goods and Services is of the essence. 3.5 The Supplier shall not deliver Orders by instalments without the Company's prior written consent. Where Orders are to be delivered by instalments, they shall be invoiced and paid for separately, unless otherwise notified in writing between the parties. References in this Agreement to Orders shall, where applicable, be read as references to each instalment of such Order. 3.6 Without prejudice to any other rights or remedies the Company may have, if Goods and/or Services are not delivered perform materially in accordance with the appropriate Delivery Instructions and/or Service Provision Instructions (as appropriate) then the Company may: (a) refuse to accept any subsequent attempted delivery of the Order; (b) terminate such Order with immediate effect; and/or (c) obtain substitute products and/or services from another supplier and recover from the Supplier any costs and expenses reasonably incurred by the Company in obtaining such substitute products and/or services which may, without limit, include increased costs of such products and/or services, provided that the Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Company's failure to comply with its obligations under the Agreement provided that the Supplier can evidence to the Company's reasonable satisfaction that the Supplier would otherwise have avoided such failure or delay but for such Company's failure to complyDescription. 3.7 4.2 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note showing the purchase order number, the date of the Order, the type and quantity of Goods included in the Order, and, in the case of an Order being delivered by instalments in accordance with clause 3.5, the outstanding balance of Goods remaining to be delivered. 3.8 The parties agree that a receiving signature of a delivery or receipt note for the Goods shall not constitute any acknowledgement of the condition or nature of Goods delivered. 3.9 The parties agree that if in respect of an Order, the Supplier delivers more or less than the quantity of Goods ordered, the Company shall be entitled to reject the Order in whole or in part. 3.10 If the Supplier requires the Company to return any packaging materials, that fact must be clearly stated on the delivery note accompanying the relevant delivery, and any such returns shall be at the Supplier's expense. 3.11 The Supplier shall respond promptly to any requests made by the Company in connection with the provisions of this Agreement. 3.12 The Supplier warrants and represents to the Company that perform its obligations under this Agreement in compliance with all applicable laws. 4.3 The Supplier shall use reasonable endeavours to ensure the Mobile App is available on a 24/7 basis, but the Supplier makes no representation, and gives no warranty or undertaking, that the operation or availability of the Mobile App will be performed uninterrupted or error-free. 4.4 If the Supplier fails to comply with the warranty at Clause 4.1, it shall use its reasonable endeavours to rectify, repair or correct such failure within a reasonable time. The warranty at Clause 4.1 shall not apply to the extent of any non-conformance, including unavailability, which is caused by: (a) the Customer’s breach of this Agreement; (b) use of the Mobile App contrary to the Supplier’s instructions; or (c) modification or alteration of the Mobile App by appropriately qualifiedany party other than the Supplier or authorised Supplier Personnel. 4.5 The Customer acknowledges that the Supplier and/or the Supplier Personnel may from time to time carry out routine and emergency maintenance of the Mobile App. The Customer may be unable to access the Mobile App during any period in which routine or emergency maintenance is being carried out, trained though the Supplier will use its reasonable endeavours to keep disruption to and experienced personnel unavailability of the Mobile App to a minimum. 4.6 Without limitation to Clause 17.1 (Force Majeure), the Customer acknowledges that the Supplier has no direct control over the availability of bandwidth over the entirety of the internet and that, while the Supplier will use such endeavours as the Supplier deems appropriate to facilitate the Mobile App, the Supplier shall not be responsible for delays caused by such unavailability. 4.7 Except as expressly provided in this Agreement, the Mobile App and the Information are provided “as is” and to the extent permitted by law, the Supplier disclaims all other conditions, warranties, representations, undertakings or other terms which might have effect between the parties with respect to the Mobile App and the Information, or be implied or incorporated into this Agreement, whether by statute, common law, custom or otherwise, including any implied conditions, warranties, undertakings or other terms relating to satisfactory quality, reasonable skill and care, fitness for any particular purpose, ability to achieve a particular result or arising from course of dealing or usage of trade. The Supplier does not warrant anything in relation to systems that do not make up the Mobile App or the connection to those systems. 4.8 Support is not a substitute for training and Customer shall ensure that it provides appropriate training to its Authorised Users to educate them in how to use the Mobile App in accordance with Good Industry Practicethis Agreement and the Service Description. 3.13 4.9 The Supplier warrants and represents that there are no actual or potential undertakings, business activities or interests Customer shall nominate [2] “super users” who shall have the right to contact the Kit Prep Help Desk in order to resolve issues with the Customer’s use of the Supplier which could give rise to a direct or indirect conflict of interest with Mobile App. All Authorised Users’ support queries shall be channelled through the interests of super users, who shall provide initial triage for the Company or Group Companyqueries. 3.14 The Supplier shall have no authority and shall not hold itself out as having authority to bind the Company or incur expenditure on behalf of the Company unless they are specifically authorised to do so by the Company in writing.

Supplier Obligations. 3.1 The Supplier shall: (a) : perform the Services and provide the Goods Deliverables and/or Products in accordance with the Purchase Order, the Specification and any applicable Milestones; ensure that the Services, Deliverables and Products will conform in all respects with the Purchase Order, Schedule 1 and Schedule 3 and that the Deliverables and Products shall be of the best quality and fit for any purpose expressly or implicitly made known to the Supplier by L&P; perform the Services with all due the highest level of care, skill and diligence and in accordance with Good Industry Practice; (b) provide best industry practice and standards; ensure that the Deliverables, the Products, and all goods, materials, standards and techniques used in providing the Services so are of the best quality and are free from defects in workmanship, installation and design; if applicable, ensure that the Products are properly packed and secured in such manner as to meet or exceed enable them to reach their destination in good condition; co-operate with L&P in all matters relating to the Service Levels; (c) Services and comply with L&P’s instructions; before the date on which the Services are to start, obtain and maintain during the term of this Agreement, all necessary licences and consents; and observe all health and safety rules and regulations that apply at any of L&P’s premises and comply with the Mandatory Policies and that have been communicated to it under clause 4.1.5. In relation to the Supplier’s personnel, the Supplier shall: use the Key Personnel in the provision of the Services; ensure that all and any personnel involved in delivery of the Goods and performance provision of the Services carry out their roles in an orderly manner (having regard have suitable skills and experience to enable them to perform the nature of the duties being performed by tasks assigned to them), and that such personnel are at all times polite, presentable, of good personal hygiene and respectful in sufficient number to the Company, its employees and other suppliers and customers and to members of the public and that they carry out their duties in such a way as to cause no unreasonable or unnecessary disruption to the business of the Company; and (d) prepare such reports and provide such information in relation to the Services as the Company may reasonably require. 3.2 The Services shall be provided in accordance with any Service Provision Instructions. If no times are stated in the Service Provision Instructions then the Service Provision Instructions shall be deemed to be that the Services are provided between 9am and 5pm commencing on the fifth Business Day following the date of the relevant Order until the Services have been completed to the satisfaction of the Company. 3.3 The Goods shall be delivered in accordance with any Delivery Instructions. If no time for delivery is stated in the Delivery Instructions then the Delivery Instructions shall be deemed to be that the Goods are delivered between 9am and 5pm on the fifth Business Day following the date of the relevant Order. 3.4 The parties agree that time of delivery of the Goods and Services is of the essence. 3.5 The Supplier shall not deliver Orders by instalments without the Company's prior written consent. Where Orders are to be delivered by instalments, they shall be invoiced and paid for separately, unless otherwise notified in writing between the parties. References in this Agreement to Orders shall, where applicable, be read as references to each instalment of such Order. 3.6 Without prejudice to any other rights or remedies the Company may have, if Goods and/or Services are not delivered in accordance with the appropriate Delivery Instructions and/or Service Provision Instructions (as appropriate) then the Company may: (a) refuse to accept any subsequent attempted delivery of the Order; (b) terminate such Order with immediate effect; and/or (c) obtain substitute products and/or services from another supplier and recover from enable the Supplier any costs and expenses reasonably incurred by the Company in obtaining such substitute products and/or services which may, without limit, include increased costs of such products and/or services, provided that the Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Company's failure to comply with its obligations under the Agreement provided that the Supplier can evidence to the Company's reasonable satisfaction that the Supplier would otherwise have avoided such failure or delay but for such Company's failure to comply. 3.7 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note showing the purchase order number, the date of the Order, the type and quantity of Goods included in the Order, and, in the case of an Order being delivered by instalments in accordance with clause 3.5, the outstanding balance of Goods remaining to be delivered. 3.8 The parties agree that a receiving signature of a delivery or receipt note for the Goods shall not constitute any acknowledgement of the condition or nature of Goods delivered. 3.9 The parties agree that if in respect of an Order, the Supplier delivers more or less than the quantity of Goods ordered, the Company shall be entitled to reject the Order in whole or in part. 3.10 If the Supplier requires the Company to return any packaging materials, that fact must be clearly stated on the delivery note accompanying the relevant delivery, and any such returns shall be at the Supplier's expense. 3.11 The Supplier shall respond promptly to any requests made by the Company in connection with the provisions of this Agreement. 3.12 The Supplier warrants and represents to the Company that fulfil its obligations under this Agreement shall be performed by appropriately qualified, trained and experienced personnel in accordance with Good Industry Practice. 3.13 The Supplier warrants and represents that there are no actual or potential undertakings, business activities or interests Agreement; promptly inform L&P of the Supplier which could give rise absence (or the anticipated absence) of any of the Key Personnel, and if so required by L&P, provide a suitably qualified replacement for such individual; and use its best endeavours not to a direct make any changes to the Key Personnel throughout the term of the Agreement and obtain the prior written approval of L&P (such approval not to be unreasonably withheld or indirect conflict of interest delayed) to any replacements for such individuals. L&P shall: co-operate with the interests of Supplier in all matters relating to the Company or Group Company. 3.14 The Services; provide the Supplier shall have no authority with reasonable access at reasonable times to the L&P’s premises, data, and shall not hold itself out other facilities as having authority to bind the Company or incur expenditure on behalf of the Company unless they are specifically authorised to do so may reasonably be requested by the Company Supplier and agreed with L&P in advance, for the purpose of providing the Services; use reasonable endeavours to provide to the Supplier all documents, information, items and materials required in order to perform the Services; make available the L&P Materials to the Supplier, in such format as the Supplier reasonably requests in writing; and inform the Supplier of all health and safety and Mandatory Policies that apply at L&P’s premises to which the Supplier will require access or that otherwise shall apply.

Supplier Obligations. 3.1 a) The Supplier shall: (a) must ensure that the Goods satisfy the description in the Contract, are of a high quality and fit for their usual purpose and any other purpose disclosed by the Customer before the Contract is formed. The Supplier must provide the Goods and and/or Services with all due care, skill and diligence and in accordance with Good Industry Practice;this Contract and the Customer’s delivery instructions, including within the timeframes specified in the Purchase Order or as otherwise agreed. (b) The Supplier must ensure the highest quality of work, and provide the Services so as in a proper, timely and efficient manner using the standard of care, skill, diligence, prudence and foresight that would reasonably be expected from a prudent, expert and experienced provider of services that are similar to meet the Services. Unless otherwise stated, the Contract includes the complete performance of those services requested including any employee instruction, manuals, explanations or exceed certifications necessary to enable the Service Levels;Customer to benefit from them for their intended purposes. (c) ensure that If the Supplier enters the Site to deliver the Goods or provide the Services, the Supplier must comply with Customer policies, codes of conduct, rules, standards and procedures, and workplace health and safety policies relevant to the Site. The Customer will make copies available on request. d) The Supplier must comply with all and any personnel involved in delivery reasonable directions of the Goods and performance of the Services carry out their roles in an orderly manner (having regard to the nature of the duties being performed by them), that such personnel are at all times polite, presentable, of good personal hygiene and respectful to the Company, its employees and other suppliers and customers and to members of the public and that they carry out their duties in such a way as to cause no unreasonable or unnecessary disruption to the business of the Company; and (d) prepare such reports and provide such information Customer in relation to the Services as Supplier’s performance of the Company may reasonably requireContract. 3.2 e) The Services shall be provided in accordance Supplier must comply with any Service Provision Instructions. If no times are stated in all Laws necessary for the Service Provision Instructions then Supplier to perform the Service Provision Instructions shall be deemed to be Contract (and provide evidence of compliance if the Customer asks), and ensure that the Services are provided between 9am and 5pm commencing on the fifth Business Day following the date of the relevant Order until the Services have been completed to the satisfaction of the Company. 3.3 The Goods shall be delivered in accordance with any Delivery Instructions. If no time for delivery is stated in the Delivery Instructions then the Delivery Instructions shall be deemed to be that the Goods are delivered between 9am and 5pm on the fifth Business Day following the date of the relevant Order. 3.4 The parties agree that time of delivery use of the Goods by the Customer as contemplated in the Contract will comply with all Laws. f) The Supplier will observe the principles of ecologically sustainable development where its activities and Services is operations affect the environment. The Supplier will ensure that it does not pollute, contaminate or damage the environment and keep the Customer’s premises clean and tidy and free of refuse during the performance of the essenceServices. 3.5 g) The Supplier shall must not deliver Orders by instalments without use or disclose or otherwise make available any Confidential Information to any person except to its Personnel on a need to know basis to perform the Company's prior written consent. Where Orders are to be delivered by instalments, they shall be invoiced and paid for separately, unless otherwise notified in writing between the parties. References in this Agreement to Orders shall, where applicable, be read as references to each instalment of such OrderContract. 3.6 Without prejudice h) If the Supplier collects or has access to any other rights or remedies Personal Information in order to perform the Company may have, if Goods and/or Services are not delivered in accordance with the appropriate Delivery Instructions and/or Service Provision Instructions (as appropriate) then the Company may: (a) refuse to accept any subsequent attempted delivery of the Order; (b) terminate such Order with immediate effect; and/or (c) obtain substitute products and/or services from another supplier and recover from the Supplier any costs and expenses reasonably incurred by the Company in obtaining such substitute products and/or services which may, without limit, include increased costs of such products and/or services, provided that the Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Company's failure to comply with its obligations under the Agreement provided that the Supplier can evidence to the Company's reasonable satisfaction that the Supplier would otherwise have avoided such failure or delay but for such Company's failure to comply. 3.7 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note showing the purchase order number, the date of the Order, the type and quantity of Goods included in the Order, and, in the case of an Order being delivered by instalments in accordance with clause 3.5, the outstanding balance of Goods remaining to be delivered. 3.8 The parties agree that a receiving signature of a delivery or receipt note for the Goods shall not constitute any acknowledgement of the condition or nature of Goods delivered. 3.9 The parties agree that if in respect of an OrderContract, the Supplier delivers more or less must, when performing this Contract: i) if the Customer is an ‘agency’ for the Information Privacy Act 2009 (Qld) (the ‘Act’), other than for Chapter 3 of the quantity Act – comply with those parts of Goods orderedChapter 2 of the Act which are applicable to the Customer, as if the Company shall be entitled to reject Supplier were the Order Customer; or ii) otherwise – comply with the Australian Privacy Principles in whole or in partthe Privacy Act 1988 (Cth). 3.10 If i) The Supplier is fully responsible for its Personnel, including for ensuring Personnel comply with the Requirements. The Supplier requires the Company to return any packaging materials, that fact must be clearly stated on the delivery note accompanying the relevant deliveryis not, and any such returns shall be at the Supplier's expense. 3.11 The Supplier shall respond promptly to any requests made by the Company in connection with the provisions of this Agreement. 3.12 The Supplier warrants and represents to the Company that its obligations under this Agreement shall be performed by appropriately qualifiedPersonnel are not, trained and experienced personnel in accordance with Good Industry Practice. 3.13 The Supplier warrants and represents that there are no actual or potential undertakings, business activities or interests employees of the Supplier which could give rise to a direct or indirect conflict of interest with the interests of the Company or Group CompanyCustomers. 3.14 The Supplier shall have no authority and shall not hold itself out as having authority to bind the Company or incur expenditure on behalf of the Company unless they are specifically authorised to do so by the Company in writing.

Supplier Obligations. 3.1 The Supplier shallwarrants that: (a) provide 3.1.1 the Goods and Managed Services with all due care, skill and diligence and in accordance with Good Industry Practicewill be of satisfactory quality; (b) provide 3.1.2 the Services so as to meet or exceed the Service Levels; (c) ensure that all and any personnel involved in delivery of the Goods and performance of the Managed Services carry out their roles will not infringe the patent, trade mark, copyright, design right or other intellectual property right of any third party in any territory (this warranty does not apply if an orderly infringement results from a design or specification expressly dictated by the Customer); 3.1.3 the Managed Services will be provided under proper supervision, with reasonable skill and care, in a professional manner (having regard to the nature of the duties being performed by them)suitably trained, that such personnel are at all times politeskilled and experienced professionals, presentable, of good personal hygiene and respectful to the Company, its employees and other suppliers and customers and to members such standard as can reasonably be expected from a supplier which is experienced and skilled in the provision of the public and that they carry out their duties in such a way as to cause no unreasonable or unnecessary disruption to the business of the CompanyManaged Services; and (d) prepare such reports 3.1.4 the Supplier will use its commercially reasonable endeavours to meet the Service Levels as may be applicable and provide such information in relation defined within the MS Schedule and to perform and complete the Managed Services as the Company may reasonably require. 3.2 The Services shall be provided in accordance with any Service Provision Instructions. If no times are stated in the Service Provision Instructions then the Service Provision Instructions shall be deemed to be that the Services are provided between 9am and 5pm commencing on the fifth Business Day following the date of the relevant Order until the Services have been completed agreed project timetables or milestones, subject to the satisfaction Customer’s fulfilment of its obligations under the Companyterms of this Managed Services Agreement. 3.2 Except as expressly provided herein, the supplier makes no warranty, express or implied, respecting the services, including but not limited to the implied warranties of title, merchantability and fitness for a particular purpose. Nothing in this Managed Services Agreement excludes liability for fraud. 3.3 The Goods If any part of the Services is performed negligently or in breach of the provisions of this Managed Services Agreement then, at the request of the Customer (if given within 7 days of the Completion Date) the Supplier shall be delivered in accordance with re-perform the relevant part of the Services, (subject to clause 3.5 below). In the event that the Supplier reasonably considers that any Delivery Instructions. If no time for delivery is stated in fault of the Delivery Instructions Customer prevents the supply of the Services then the Delivery Instructions Supplier shall serve written notice of such upon the Customer, failing which any such occurrence shall not be deemed considered to be that the Goods are delivered between 9am and 5pm on the fifth Business Day following the date of the relevant OrderCustomer’s fault. 3.4 The parties agree that time of delivery Supplier shall use all reasonable endeavours within the scope of the Goods services it has contracted to provide to ensure that so far as is practicable the Services will be uninterrupted, error-free, or completely secure. The Customer acknowledges and Services is accepts that there are risks inherent in internet connectivity that could result in the loss of the essenceits privacy, Confidential Information and property. 3.5 The Supplier will use its reasonable endeavours to provide to the Customer continuous access to the Managed Services. Notwithstanding this, the Supplier reserves the right to remove the Managed Services from time to time as it deems reasonably necessary in accordance with its knowledge, understanding and the Customer's requirements which shall include but not deliver Orders by instalments without be limited to the Company's prior written consent. Where Orders are to be delivered by instalments, they shall be invoiced and paid for separately, unless otherwise notified in writing between the parties. References in this Agreement to Orders shall, where applicable, be read as references to each instalment requirement of such Orderconducting scheduled maintenance. 3.6 Without prejudice to any other rights or remedies the Company may have, if Goods and/or Services are not delivered in accordance with the appropriate Delivery Instructions and/or Service Provision Instructions (as appropriate) then the Company may: (a) refuse to accept any subsequent attempted delivery of the Order; (b) terminate such Order with immediate effect; and/or (c) obtain substitute products and/or services from another supplier and recover from the Supplier any costs and expenses reasonably incurred by the Company in obtaining such substitute products and/or services which may, without limit, include increased costs of such products and/or services, provided that the Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Company's failure to comply with its obligations under the Agreement provided that the Supplier can evidence to the Company's reasonable satisfaction that the Supplier would otherwise have avoided such failure or delay but for such Company's failure to comply. 3.7 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note showing provide Support Services to the purchase order number, Customer during the date times specified under the relevant MS Schedule. The provision of the Order, Support Services is subject to the type and quantity of Goods included in the Order, and, in the case of an Order being delivered by instalments in accordance with clause 3.5, the outstanding balance of Goods remaining to be delivered. 3.8 The parties agree that Customer using a receiving signature of a delivery or receipt note for the Goods shall not constitute any acknowledgement supported version of the condition or nature of Goods delivered. 3.9 OS. The parties agree that Service Levels suspend and will be invalidated if in respect of the Customer remains on an Order, the Supplier delivers more or less than the quantity of Goods ordered, the Company shall be entitled to reject the Order in whole or in part. 3.10 If the Supplier requires the Company to return any packaging materials, that fact must be clearly stated on the delivery note accompanying the relevant deliveryunsupported OS, and any such returns shall support issues arising from the unsupported OS will be at the Supplier's expensechargeable. 3.11 The Supplier shall respond promptly to any requests made by the Company in connection with the provisions of this Agreement. 3.12 The Supplier warrants and represents to the Company that its obligations under this Agreement shall be performed by appropriately qualified, trained and experienced personnel in accordance with Good Industry Practice. 3.13 The Supplier warrants and represents that there are no actual or potential undertakings, business activities or interests of the Supplier which could give rise to a direct or indirect conflict of interest with the interests of the Company or Group Company. 3.14 The Supplier shall have no authority and shall not hold itself out as having authority to bind the Company or incur expenditure on behalf of the Company unless they are specifically authorised to do so by the Company in writing.