SUPPLIER’S GENERAL OBLIGATIONS. 5.1 Supplier shall perform its obligations in a professional, timely, efficient and careful manner according to highest market standards and in accordance with and in full compliance with the Agreement, all applicable laws and regulations and good industry practice.
5.2 Supplier shall verify before confirming the Purchase Order that Supplier has obtained all information necessary to determine that the Goods are fit for their intended purpose for which Sandvik is purchasing the Goods. Supplier is aware that the Goods will be used as a part of or in connection with mining and construction applications or equipment that may operate under extreme load, hard climatic conditions and/or twenty-four
SUPPLIER’S GENERAL OBLIGATIONS. 3.1 The Supplier agrees with T&G Pipfruit that the Supplier will, in respect of all Fruit to be sold to T&G Pipfruit pursuant to this Agreement:
a. own or have authority to sell, the Fruit to T&G Pipfruit upon entry of the Fruit into T&G Pipfruit’s Inventory or the point at which ownership of the Fruit passes to T&G Pipfruit if the parties agree to an earlier time. All Fruit shall be sold to T&G Pipfruit free from all Security Interests;
b. ensure that the sale of the Fruit by the Supplier to T&G Pipfruit is not a breach by the Supplier of any agreement between the Supplier and any third party;
c. prior to the physical delivery of the Fruit to T&G Pipfruit in accordance with clause 4, exercise or procure that there is exercised, reasonable care in the handling, storage, and transportation of the Fruit;
d. arrange, and meet all of the costs of, all services in respect of the Fruit up to the point that FAS occurs, as determined by T&G Pipfruit;
e. ensure the Fruit is harvested, packed and submitted to T&G Pipfruit at the times and locations requested by T&G Pipfruit;
f. comply with, and ensure that the Fruit submitted meets, the T&G Pipfruit Specifications;
g. ensure that T&G Pipfruit (and its representatives) have access to all production records and certifications in the possession or control of the Supplier or its service providers in relation to the Fruit including information regarding marketability of the Fruit held by packers or industry organisations;
h. ensure that T&G Pipfruit (and its representatives) may inspect the Fruit at any time prior to or after entry into T&G Pipfruit’s Inventory;
i. use all reasonable commercial endeavours to supply the Contracted Volume of Fruit in a timely manner.
SUPPLIER’S GENERAL OBLIGATIONS. The SUPPLIER shall, with due care and diligence, manufacture, deliver and where relevant offer technical support with regard to the Products, their functionality, quality and performance as further set out in this PA.
SUPPLIER’S GENERAL OBLIGATIONS. 7.1 The Supplier shall:
(a) not subcontract the production of the Products or any part of the Products without prior notification to and written consent of Purchaser, which will not be unreasonably withheld or delayed;
(b) only employ competent persons in the manufacture, packaging and storage of any Products;
(c) provide a monthly update, or upon request, of the inventory of Products kept at Supplier’s and any subcontractor’s premises;
(d) grant Purchaser and its designees, upon reasonable advance Notice to Supplier, and not more than twice per Contract Year, reasonable access to Supplier’s facilities to inspect all production and quality-related facets of the manufacture, packaging, storage and delivery of the Products, including witnessing any tests of Products, and to audit Supplier’s compliance with its quality control and quality assurance program, subject to Purchaser’s and its designees’ compliance with Supplier’s safety and security policies and procedures provided to Purchaser prior to such inspection. Such inspections shall be conducted during Supplier’s normal business hours and in a manner to minimize disruption to Supplier’s business;
(e) perform quality control, inspection, and testing to ensure each Product meets the requirements set forth in the Specifications and the Quality Standards, complying with the qualification tests and schedules set forth in Schedule 2;
(f) provide Notice to Purchaser within twenty-four (24) hours of likely production or Delivery Schedule delays or material problems or issues that may result in Delivery Schedule delays or Supplier not being able to meet the requirements set forth in the Specifications and/or the Quality Standards;
(g) make no modifications or alterations to any Product, or to any process used in manufacturing the Product that would impact the Specifications or Quality Standards, without Purchaser’s prior written authorization; and
(h) provide Purchaser or its designee, upon Purchaser’s reasonable advance Notice to Supplier (which shall be no less than twenty (20) business days), during the Term and for five (5) years following the termination or expiration hereof, access, at a mutually agreed upon time, to audit and inspect Supplier’s books, records and other materials with respect to Supplier’s performance under this Agreement, including quality data, purchasing records (other than pricing), source of raw material information for the Products, batch records and production records identifying the...
SUPPLIER’S GENERAL OBLIGATIONS. 3.1 The Supplier warrants that it will act in accordance with any applicable laws and regulations and that it shall desist from all illegal practices such as but not limited to fraud or embezzlement, insolvency crimes, crimes in violation of competition, guaranteeing advantages, bribery, acceptance of bribes or other corruption crimes on the part of persons employed by the Supplier or third-parties. In the event of violation of the above Athlon has the right to immediately withdraw from or terminate all legal transactions existing with the Supplier and the right to cancel all negotiations.
3.2 The Supplier shall comply with Xxxxxx’s parent company, the Mercedes Benz “Responsible Sourcing Standards”, which are available at the Mercedes-Benz Supplier Portal (xxxxx://xxxxxxxx.xxxxxxxx-xxxx.xxx/portal/sustainability). In addition, Supplier shall successfully complete the Compliance Awareness Module (CAM) for Sales Business Partners and Suppliers on xxxxx://xxxxxxxxxx-xxxxxxxxx-xxxxxx.xxx/index_en.php.
3.3 The Supplier will sufficiently insure itself and keep itself insured against any damage suffered by Athlon because of the Supplier’s non-performance of any of its obligations or wrongful conduct by the Supplier against Athlon, its Staff or a third party. As soon as Athlon requests this, the Supplier will submit copies of the relevant insurance policies to Athlon.
3.4 The Supplier warrants that Third Parties engaged by it will be insured in accordance with article 3 of these Terms and Conditions.
3.5 The Supplier, including its Staff, will, in performing the Agreement, follow the instructions by Xxxxxx or other legal entities or natural persons designated by Athlon. The Supplier must immediately inform Xxxxxx in writing of any instructions by Athlon which the Supplier deems incorrect or inconsistent with the Agreement or Xxxxxx’s intentions.
SUPPLIER’S GENERAL OBLIGATIONS. 5.1 Supplier shall perform its obligations in a professional, timely, efficient and careful manner according to highest market standards and in accordance with and in full compliance with the Agreement, all applicable laws and regulations and good industry practice.
5.2 Supplier shall verify before confirming the Purchase Order that Supplier has obtained all information necessary to determine that the Goods are fit for their intended purpose for which Newtrax is purchasing the Goods.
5.3 Supplier shall with due diligence inspect the drawings and Specifications provided by Newtrax. Supplier shall without delay notify Newtrax of any defect, discrepancy and inconsistency discovered therein.
5.4 Supplier shall not make any changes to the Goods or Specifications or the production methods without Newtrax’s prior written consent. Supplier shall be allowed to, upon notice to Newtrax and with no additional cost to Newtrax, make minor modifications to the Specifications, which do not affect the delivery dates, fit, performance, function or warranty of the Goods.
5.5 Supplier agrees that the Technical Data, if any, shall belong to Newtrax, and shall be transmitted to Newtrax for purposes including, but not limited to, developing its products, solutions and services. Newtrax shall own all works, products, reports and improvements based upon, derived from, or incorporating Technical Data. Technical Data may be transferred (a) to the Newtrax Affiliates and (b) to third parties who act for or on Newtrax’s behalf for processing in accordance with the non- exclusive purpose(s) listed above or as may otherwise be lawfully processed. Newtrax’s rights to use Technical Data shall survive the termination or expiration of the Agreement, any applicable warranty period and any other commercial contract between Supplier and Newtrax. For the avoidance of doubt, Technical Data shall be considered as Newtrax’s Confidential Information.
5.6 Supplier warrants that the Goods, including its logic-bearing system components (e.g. hardware, firmware, and software hereafter referred to collectively as the “Critical Components”) shall in no event contain any viruses, trojans, spyware or any other malware and it shall not manufacture, distribute or subject any of Newtrax’s information systems to the same. The Goods shall be delivered with the latest authentic Supplier security patches. Supplier agrees to provide summary documentation of all known and reasonably suspected vulnerabilities for the...
SUPPLIER’S GENERAL OBLIGATIONS. Compliance In performing its obligations under this Agreement the Supplier will comply with: all Applicable Requirements (and will not place the University in breach of any Applicable Requirements); Good Industry Practices; all reasonable directions and requirements of the University, to the extent that such directions are not contrary to any provision of this Agreement; and all applicable University policies, procedures and standards, as notified by the University to the Supplier from time to time. The Supplier will ensure that: all Goods and Services supplied under this Agreement comply with this Agreement, the Specifications, all Applicable Requirements and Good Industry Practices; all Goods supplied under this Agreement are new and of merchantable quality; and the Goods and Services match the description given in Schedule 1: Goods and Services, are free from all Defects and fit for any purpose described in Schedule 1: Goods and Services. Reporting, records and public statements The Supplier must report to the University as reasonably required by the University from time to time, including as set out in Schedule 4: Performance and Reporting. The Supplier must keep and maintain full records and documentation in relation to the Goods and Services in accordance with Good Industry Practices and as required by law, for 7 years following termination or expiry of this Agreement (Retention Period). On request by or on behalf of the University during the Retention Period, the Supplier must make all documents and records relating to the Goods and Services available to the University, or any party acting on the University’s behalf, for inspection within a reasonable time of such request being made. The Supplier must not make, or be involved in any way in making, any public communication in respect of this Agreement, the Goods or the Services at any time, without the prior written approval of the University, which may be withheld at the University’s sole discretion. The Supplier acknowledges that the University is subject to the Official Information Xxx 0000, and that the University may need to release certain information about the Goods and Services, or this Agreement.
SUPPLIER’S GENERAL OBLIGATIONS. Supplier shall deliver all of the products referred to in the Agreement with due expertise, on time, securely and in compliance with best industry practices. Supplier shall ensure that the products comply with appli- cable legislation, this Agreement and the order drawn up on the basis thereof and that the products are suitable for Customer’s intended purpose of use, taking into account Supplier shall guarantee and ensure that any subcontrac- tors it uses act in compliance with the Act on the Contrac- tor’s Obligations and Liability when Work is Contracted Out (1233/2006), or any subsequent legislation, upon the commencement and during the validity period of the Agreement. Supplier shall, upon request, provide Cus- tomer with proof of fulfilment of the abovementioned obli- gations. Supplier shall ensure that the entire subcontract- ing chain is compliant with the Act on the Contractor’s Ob- ligations and Liability when Work is Contracted Out. Supplier shall provide Customer with the documentation in accordance with the Act on the Contractor’s Obligations and Liability when Work is Contracted Out every twelve
SUPPLIER’S GENERAL OBLIGATIONS. 2.1.1 The Supplier shall carry out the Services in compliance with the Maintenance and Support Agreements
2.1.2 The Supplier undertakes to deliver the Service with due professional skill, care and diligence and with good faith and in accordance with the Support and Maintenance Agreements
2.1.3 The Supplier has no obligation to rectify any Fault:‐
(a) caused by the failure of the Client to use the Software in accordance with the Supplier's instructions (b) caused by software not supplied to the Client by the Supplier
(c) resulting from any change or modification to the Software provided by the Supplier by any person other than the Supplier.
2.1.4 The Supplier warrants that:
(a) all information communicated to the Client by the Supplier is true, complete and accurate;
(b) suitable staff and resources are available to carry out the Service in accordance with the Support and Maintenance Agreements;
(c) it will not infringe any third parties’ Intellectual Property Rights in performing the Services;
(d) It has or has made arrangements to ensure that it will obtain all necessary consents, licenses and permissions to enable it to carry out the Services and will throughout the Period of Agreement maintain all such consents, licenses and permissions.
2.1.5 The Supplier shall be liable for and shall fully indemnify the Client, its officers, employees and agents against all liabilities, damages, costs, losses, claims, demands and proceedings arising from any deliberate or negligent act, default omission and or breach of this Agreement or the Support or Maintenace Agreements by the Supplier or any of its sub-contractors or employees except to the extent that it might arise out of any act of wilful default or negligence by the Client.
2.1.6 The Supplier’s liability to the Client under Clause 2.1.5 above shall be without prejudice to any other right or remedy available to the Client.
SUPPLIER’S GENERAL OBLIGATIONS. 3.1 The provision of the Service is subject to all relevant licences, infrastructure (or interconnect arrangements) and consents being in place. The Supplier shall use reasonable endeavours to meet any agreed dates but shall not be liable for failure to meet them. The Customer shall obtain any consent or facility that is necessary or desirable for the Supplier to provide the Service to the Site. The Supplier shall exercise the reasonable care and skill of a competent communications operator. The Service cannot be guaranteed to be fault free but the Supplier shall provide the same quality of service to the Customer as it provides from time to time to its customers generally.
3.2 The Customer shall report any fault to the Supplier’s Customer Services Department, where it will be dealt with in accordance with the agreed fault repair service. The Supplier may request that the Customer first have its designated maintainer check the Customer Equipment. If the Supplier agrees to fix a fault that is caused by the Customer or that otherwise falls outside the responsibility of the Supplier or where no fault is found, the Supplier may charge the Customer for any work that the Supplier has undertaken at its applicable man-hour rate.
3.3 The Supplier may alter the name or number of a telephone exchange serving the Exchange Line, or the telephone number, or any other name, code or number whatsoever that the Supplier allocates to the Customer, in circumstances where such alterations are required as a result of necessary operational or technical changes to the System or changes in legal or regulatory requirements.
3.4 Where an Exchange Line is a new telephone line to the Site, the Supplier will allocate a telephone number to the Customer in respect of the Exchange Line and, unless the Customer requests otherwise, will arrange for a free standard entry to be made in a Telephone Directory. If the Supplier agrees to arrange a special entry (for which a charge would be made), this will be subject to additional terms and conditions.
3.5 Where the Supplier allocates telephone numbers to the Customer, the Customer will not (subject to any statutory or authorisation provisions relating to number portability) acquire any rights whatsoever in such telephone numbers and the Customer will not apply for registration of the telephone numbers as part of a trademark.
3.6 If the Supplier has an agreement with the Customer’s existing communications service provider, the Supplier can, at th...
