Supplier’s Obligations. 7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:
(a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free due to the fact we allow custom changes and us a third party hosting provider; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
7.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
Supplier’s Obligations. 4.2.1 The Supplier shall be responsible for implementing all the necessary resources for the performance of its obligations under the Contract, with the exception of those specifically mentionedin the Contractas beingunder the responsibility of the Purchaser. The Supplier shall haveall of thematerials andtoolsneededfor theperformanceof the Contractandshall allocate qualified staff in sufficient numbers to perform the Contract within the contractual deadline. The Supplier shall ensureappropriatepersonneltraining andqualification andsubmitanyproof relating to such qualification upon Purchaser’s request. Within seven (7) days, at the latest, of the Contract coming into force, the Supplier shall appoint a staff member as aprojectmanager and shall inform the Purchaser accordingly. The project manager shall plan, coordinate and monitor all the Supply’sneedsin compliancewith the Contractandthe Good Industry Practices andshall be the Supplier’s contact person for the Purchaser.
4.2.2 The Supplier shall request from the Purchaser in a timely manner, any approvals and instructions needed for the correct performance of the Contract. If applicable, the Purchaser shall grant access to the site where the Supply is to be performed (the “Site”) and /or make available to the Supplier the materials and/or perform the works identified in the Contract.
4.2.3 The Supplier shall promptly remedy or shall ensure that its subcontractors promptly remedy any defects relating to the Supply noted during the abovementioned visits as well as any defect notified to it by the Purchaser concerning its performance.
4.2.4 The Supplier shall ensure that the Supply provided are fit for the purposes that may reasonablybeinferred from the Contractandinaccordancewith the timetableforperformance defined in the Contract. In any event the Supplier commitshimself toachieveperformance and results stipulated in the Contract. The performance deadlinesmay only be extended or reduced through an amendment to the Contract, in accordance with the provisions of Article
5.1. The Supply shall be delivered in a state of full completion with the complete Documentation associated therewith as well as all instructions, recommendations and other indications necessary in order for them to be used correctly and under the appropriate safety conditions. “Documentation” shall mean any operation and maintenance manuals, drawings, calculations, technical data, logic diagrams, progress reports, quality documentation, confor...
Supplier’s Obligations. 7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier‘s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier‘s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer‘s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:
7.2.1 does not warrant that the Customer‘s use of the Services will be uninterrupted or error-free or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer‘s requirements; and
7.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 This agreement shall not prevent the Supplier from entering into similar agreements with third parties.
7.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
Supplier’s Obligations. In addition to the Common Articles, it is specified that:
Supplier’s Obligations. 9.1 The Supplier warrants, represents and undertakes that:
9.1.1 all services performed under this Agreement shall be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”);
9.1.2 the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice;
9.1.3 the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties; and
9.1.4 it has full capacity and authority to enter into this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services.
9.2 The Supplier shall provide the Buyer with such progress reports, evidence or other information concerning the services as may be requested by the Buyer from time to time.
9.3 The Supplier shall be responsible for maintaining such insurance policies in connection with the provision of the services as may be appropriate or as the Buyer may require from time to time.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Buyer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Buyer or any third party by the Supplier Personnel.
Supplier’s Obligations. 7.1 Without derogating from any of the Supplier’s obligations in accordance with this Agreement, the Supplier hereby undertakes to manufacture and supply, during the Agreement Period, all Goods according to the Technical Specifications, common railway practices and any applicable standards, in accordance with the terms and conditions detailed herein.
7.2 The Supplier shall supply the Goods in accordance with the standards set forth by ISR in the Technical Specifications and/or this Agreement. All Goods shall be new, of high standard and quality, free of, and not reported by third parties to suffer from, defects in design, material or workmanship, and shall perform in accordance with all of the requirements of this Agreement. All calculations, designs, integration and drawings related to the Goods shall assure the reliability, efficiency, competency as well as the functionality of the Goods (once installed) to ISR's fullest satisfaction.
7.3 This Agreement is non-exclusive and ISR, in its sole discretion, may acquire similar or identical Goods from any third party at any time, in addition to or in place of, the Goods it acquires from Supplier. Without derogating from the Supplier's obligations hereunder, ISR shall be entitled at any time to purchase the Goods either directly from Supplier or from any third party.
7.4 Nothing in this Agreement shall derogate from any of the rights, options or remedies of ISR under any law.
Supplier’s Obligations. 5.1. The Supplier shall ensure that all its Supplier Users comply with this User Agreement.
5.2. The Supplier shall use all reasonable care and skill in performing its obligations under this User Agreement.
5.3. The Supplier shall provide its Supplier Users with the equipment and software needed to access and use the System.
5.4. The Supplier shall provide software to ensure the security of the System and use best endeavours to protect the System from viruses when being accessed and used by its Supplier Users.
5.5. The Supplier shall use the System for lawful and proper purposes only and shall, in any event, comply with all relevant laws, regulations and Codes of Practice within the UK or other jurisdiction from which Supplier Users access the System.
5.6. In particular, the Supplier agrees that it will not:
5.6.1. manipulate any information supplied on the System in a manner that would lead to inaccurate, misleading or discriminating presentation of information being displayed;
5.6.2. post, transmit or disseminate any information on or via the System which is or may be harmful, obscene, defamatory or otherwise illegal;
5.6.3. use the System in a manner which causes or may cause an infringement of the rights of any other; and
5.6.4. use any software, routine or device to interfere or attempt to interfere electronically or manually with the operation or functionality of the System, including uploading or making available files containing corrupt data or viruses via whatever means.
5.7. The Supplier agrees that its Supplier Users shall act as authorised agents for and on behalf of the Supplier in submitting any response to any invitation to participate in a procurement exercise on the System.
5.8. The Supplier shall be responsible for any unauthorised, false or fraudulent response to any invitation to participate in a procurement that is submitted using one of its Supplier Users’ user id and password.
5.9. The Supplier represents and warrants that:
5.9.1. all information it provides will be accurate and complete and shall accurately represent the Supplier’s capabilities;
5.9.2. it shall have the right, through actual ownership or otherwise, to provide any product or service that is the subject of any response made by it to any invitation to participate in a procurement;
5.9.3. it has the ability to sell the product/service/works at the prices offered in any response made by it to any invitation to participate in a procurement and according to the relevant cr...
Supplier’s Obligations. 9.1 The Supplier warrants, represents and undertakes that:
9.1.1 all services performed under this Agreement shall be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”);
9.1.2 the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice;
9.1.3 the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties;
9.1.4 it has full capacity and authority to enter into this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services; and
9.1.5 it will perform its duties and obligations under this Agreement in compliance:
a) all applicable laws, rules and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 The Supplier shall provide the Customer with such progress reports, evidence or other information concerning the services as may be requested by the Customer from time to time.
9.3 The Supplier shall be responsible for maintaining such insurance policies with an FCA registered insurance company in connection with the provision of the services as may be appropriate or as the Customer may require from time to time to cover the liabilities that may arise under or in connection with this Agreement, being at least the following:
a) employer's liability insurance or similar insurance(s) in accordance with any laws which may be applicable to the Supplier’s employees, agents or sub-contractors engaged directly or indirectly in the performance of this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
d) professional liability insurance in the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances s...
Supplier’s Obligations. The Supplier shall in writing, by the time and date specified by the Contracting Body in accordance with 3.
Supplier’s Obligations. 3.1 The Supplier shall carry out and complete the Supplies:
(a) exercising a high standard of skill, care and diligence;
(b) in accordance with this Agreement and The Purchaser’s directions;
(c) in accordance with all legislative requirements and any relevant Australian Standards (or other standards) or codes applicable to the Supplies for the duration of this Agreement;
(d) in a manner that is suitable, appropriate and adequate for the purposes stated in, or reasonably inferred from, the Purchase Order;
(e) in consultation with the Purchaser;
(f) with due expedition and without delay;
(g) to the extent the Supplies relates to Goods, deliver the Goods to the Delivery Address on the Delivery Due Date. Unless otherwise specified, the Supplier must unload the Goods as directed by The Purchaser; and
(h) to the extent the Supplies relates to Services and/or Works, perform the Services and/or Works at the Delivery Address by the Delivery Due Date.
3.2 Without limiting the Supplier’s obligations under any legislative requirement in respect to the Supplies, the Supplier warrants that the Supplies, in the case of Goods:
(a) are new (unless otherwise specified), are of good material and workmanship and free from defects or faults of any kind in both materials and workmanship;
(b) are free of encumbrances and that the Supplier has good title to them;
(c) will be accompanied by relevant manufacturer quality certificates;
(d) are of merchantable quality and fit for the purpose for which The Purchaser requires them; and
(e) will match the description (including performance criteria) and any specifications referred to in the Agreement and any sample or demonstration of the Goods (including as to the nature, quality or performance of the Goods) provided by the Supplier.
