Supplier’s Representations and Warranties. Supplier represents and warrants to Buyer that (i) all Products provided to Buyer pursuant to this Agreement shall be produced and packaged in accordance with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug, and Cosmetic Act, as amended (the “FD&C Act”) and all other applicable federal, state and local laws, rules and regulations, (ii) no Products provided to Buyer pursuant to this Agreement shall be an article which may not, under the applicable provisions of the FD&C Act, be introduced into interstate commerce, (iii) all packaging material utilized in connection with the Products provided to Buyer pursuant to this Agreement shall be free of any poisonous or deleterious substance which may make the Products enclosed therein fail to conform to clause (i) or (ii) of this paragraph, and (iv) Supplier shall conduct tests reasonably necessary to ensure that the Products provided to Buyer pursuant to this Agreement are safe for human consumption and conform to the requirements of this Agreement when delivered to Buyer. Notwithstanding the foregoing, it is specifically understood and agreed that each of Supplier’s representations and warranties set forth above shall exclude any and all Product conditions, qualities and/or characteristics to the extent arising out of or relating to any breach of Buyer’s representations or warranties set forth in this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER SUPPLIER NOR ANY OF ITS DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES MAKES ANY, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSE.
Supplier’s Representations and Warranties. Supplier hereby represents and warrants to ISR as follows:
Supplier’s Representations and Warranties. 4.1 You shall be responsible to us for acts, errors or omissions of the Representative(s) performing all or portions of the Service for or on your behalf or any sub- subcontractors.
4.2 The Representative shall act on your behalf for the administration and provision of the Service. The Representative shall have full authority to act on your behalf for the provision of Service.
4.3 You represent that you and the Representative and any other person engaged by you, will perform all activities relating to the Service:
(a) in accordance with Best Industry Practice and in a professional and lawful manner;
(b) if applicable, using appropriately skilled and experienced personnel whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified;
(c) in strict accordance with the standards and timelines as may be set out in a schedule; and
(d) in accordance with Laws; and our rules, regulations and policies.
4.4 We may request, by notice in writing to you, the replacement of the Representative and such request shall not be unreasonably withheld or delayed.
4.5 You shall use your best efforts to promptly replace the Representative with another qualified individual employed by you, and such replacement shall be subject to our approval, which shall not be unreasonably withheld or delayed.
4.6 If you or Representative are unavailable to provide the Work and in our reasonable opinion, any suggested replacement is not satisfactory to us, then we may terminate this Agreement
4.7 You shall pay each Representative its costs, charges, Expenses or other fees for any Service each Representative provides in connection with this Agreement.
4.8 You shall enforce strict discipline and good order among your employees and Representatives carrying out the Service. You shall not permit employment of unfit persons or persons not skilled in tasks assigned to them with respect to the provision of Service.
4.9 There may be occasions where certain Service may have to be outsourced. You will seek prior permission from us prior to outsourcing any service. In the event of any outsourcing, you will be responsible for all outsourced Service or personnel.
4.10 You acknowledge that we will be:
(a) relying on the Materials on the basis that they are accurate and complete in all material respects and are not misleading;
(b) relying on your and the Representative’s skills, expertise and experience concern...
Supplier’s Representations and Warranties. A.2.1 The Supplier hereby represents and warrants to the Bank that (i) it is duly incorporated in the jurisdiction that it has specified to the Bank in this Contract; (ii) there are no insolvency proceedings against it of any kind; (iii) it has the licenses and permits and fulfills all legal and administrative requirements that are necessary for the performance of this Contract; (iv) it has sufficient resources and expertise to provide the Deliverables; (v) the entry into force and the performance of this Contract will not result in the breach of laws, enactments, orders, regulations or standards to which the Supplier is subject (including those of an environmental, labor and social nature) or other agreements made between the Supplier and third parties; (vi) it is not aware of any infringement by it of any third party’s rights that would result from the Supplier entering into and performing this Contract; and (vii) the Bank’s Information provided by the Bank to the Supplier will be held at all times within the jurisdiction(s) specified in section A.13.4.
A.2.2 With respect to the Goods (if any), the Supplier further warrants to the Bank that (i) the Goods are of merchantable quality, are free from defects in material and workmanship, (ii) the Supplier has full title to the Goods and that these will be free of all liens, claims, security interests or other encumbrances at the time the title in the Goods passes to the Bank, and (iii) to the best of the Supplier’s knowledge, the Goods are fit for the purposes intended by the Bank.
A.2.3 With respect to the Services (if any), the Supplier further warrants to the Bank that (i) it will at all times ensure the diligent, due and proper execution of the Services by its officers, employees, agents and subcontractors, and (ii) it will use up-to-date, relevant professional techniques and standards in accordance with Good Industry Practice.
Supplier’s Representations and Warranties. Supplier represents and warrants that:
Supplier’s Representations and Warranties. The Supplier represents and warrants to the Hospital as follows: all Products on Consignment shall be new and unused and shall have received all applicable approvals; the Supplier will comply with all federal, state and local laws, regulations and orders applicable to the manufacture, sale, packaging, labeling and delivery of the Products on Consignment; title to all of the Products on Consignment shall pass to the Hospital in accordance with the terms hereof free and clear of all liens, claims and encumbrances whatsoever; there is no proceeding in progress or pending or threatened against, related to or affecting the Supplier in connection with the Products on Consignment which might be expected to have a materially adverse effect on the Products on Consignment; and
Supplier’s Representations and Warranties. 6.1. The Supplier represents and warrants to the Company as follows:
6.1.1. it is duly organised, validly existing and in good standing under the Applicable Laws of its incorporation or in the jurisdiction in which the Supplier is a resident and/ or does business and that the Supplier has full authority to enter into this Agreement and to perform all the obligations hereunder according to the terms hereof;
6.1.2. it has the necessary expertise and resources to carry out its obligations hereunder and there is no restriction, bar, constraint or prohibition on its carrying out the same; 6.
Supplier’s Representations and Warranties. Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.
20.1 Supplier represents and warrants that it maintains insurance coverage with [ * ] rated carrier that is acceptable to Sycamore in the amounts listed below: General Liability: umbrella of US[ * ] million Worker’s Compensation: As required by local law of the state in which Supplier’s facility(ies) is(are) located Errors and Omissions: US[ * ] million per claim and US[ * ] million annual aggregate Product Liability: US[ * ] million per claim and US[ * ] million annual aggregate Property Insurance: US[ * ] million
20.2 Supplier represents and warrants that it will maintain at its sole expense an ISO 9001 or ISO 9002 certified quality system in any of the facilities in which Products are designed (ISO 9001) or manufactured (ISO 9001 or ISO 9002). In addition, Supplier will provide Sycamore on a quarterly basis information relating to ISO 14000 certified quality system until such time that Supplier registers its own ISO 14000 certified quality system. Supplier agrees to maintain safety information as required for Sycamore agency approvals. This will include but not be limited to, maintaining the following as defined by Sycamore: UL/CSA/CE agency case files for safety critical parts, testing (Hi Pot) of Products per UL/CSA/CE defined procedures, labelling of Products per UL/CSA/CE requirements, and record keeping and maintenance per FDA Laser Safety requirements.
20.3 Supplier represents and warrants that it shall maintain all Direct Fulfillment Inventory, Consigned Inventory and Consigned Repairs Components on Supplier’s premises that have been purchased by Sycamore in a secure and separate location, labeled as Sycamore’s property and free of all liens and attachments. Supplier shall retain the risk of loss of all Consignment Inventory and Consigned Repairs Components while it is on its premises. Direct Fulfillment Inventory manufactured by Supplier will, in accordance with Section 10.2.3 hereof, be invoiced by Supplier upon the same being placed in Sycamore’s finished goods inventory location at Supplier, at which time title and risk of loss to such Direct Fulfillment Inventory shall pass to Sycamore; notwithstanding, Supplier will insure such Direct Fulfillment Inventory held in Supplier’s facilities at the full replacem...
Supplier’s Representations and Warranties. The Supplier represents and warrants that
(i) it is entitled to conclude the Agreement and that its contractual obligations do not infringe any rights of third parties;
(ii) it conforms to all Applicable Laws in its operations and in performing its obligations;
(iii) it has a liability insurance covering sufficiently the Supplier's potential liability, however not less than one million (1.000.000) Euro per event covering the Supplier's potential liability towards the Customer and shall, if requested by the Customer, provide a copy of the insurance certificate and the relevant terms and conditions;
(iv) all material, equipment and supplies furnished (a) shall satisfy and perform in accordance with, the requirements and specifications; (b) are free from defects in design, workmanship and materials; (c) are manufactured and supplied in compliance with all Applicable Laws; (d) are new; (e) are free from liens or other title encumbrances or defects; (f) can be used by the Customer without infringing or violating the rights of any third parties; and (g) are free from any contamination by hazardous or toxic waste, chemicals or materials of any kind;
(v) it is in full compliance with the international economic, trade and financial sanctions and/or embargoes enacted any Competent Authority;
(vi) it is neither owned nor controlled, directly or indirectly, by a blocked person or entity as specifically named on a list of sanctioned persons and entities upheld by any Competent Authority; and
(vii) the representations and warranties set forth in this Section 4 are true and correct, and, shall immediately notify the Customer in writing if it becomes aware that any of them are untrue, misleading or incorrect.
Supplier’s Representations and Warranties. Supplier represents and warrants that all Deliverables provided will: (a) (i) be new and unused; (ii) be free of defects in materials, workmanship and design; and (iii) not infringe a third party's intellectual property rights; (b) comply with the specifications set out in this Purchase Order and any samples provided by either party to the other and agreed to by Twitter; (c) comply with Twitter's quality assurance procedures as provided to Supplier from time to time; (d) comply with any applicable quality specification and documentation; (e) be manufactured, handled, packaged and transported in accordance with all applicable laws, regulations, ordinances, rules, guidelines and industry standards (“Laws”); and (f) not include any substance restricted for use in electrical or electronic equipment by any laws, or regulations, other than permitted by the foregoing, and any guidelines or industry standards; (h) it will perform services in a professional and workmanlike manner, conforming to industry standards and practices. The Supplier further represents and warrants that: (a) it has the necessary licenses and rights to provide the Deliverables; (b) it will perform the services under this Purchase Order in a professional and workmanlike manner, conforming to industry standards and practices; and (c) its performance of any services under this Purchase Order will be in compliance with all applicable Laws.
