Common use of Supplier’s Representations and Warranties Clause in Contracts

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 concerning the provision of the Service; (c) relying on the accuracy of all Materials; and (d) using your Reports, Materials and any other advice and assistance provided under this Agreement. 4.11 You shall provide, remain responsible and pay for labour, materials, equipment, tools, construction equipment and machinery, water, heat, air-conditioners, utilities, transportation, and other facilities and related service necessary for proper execution and completion of the Work whether temporary or permanent and whether or not incorporated or to be incorporated in the Service. 4.12 You shall confine operations at the Site to areas permitted by Laws, and the Materials and shall not unreasonably encumber the Site with materials or equipment. 4.13 You and all Representative(s) shall keep respective employees and contractors out of areas beyond the Site except where necessary for actual performance of Service. You shall schedule and use the Site in such a manner as to cause or occasion a minimum of inconvenience or disturbance to or interference with normal operations of the Site, including, without limitation, taking precautions to minimize noise, dust and construction hazards and the interruptions of existing Service and utilities. 4.14 You acknowledge that you are aware of the Best Industry Practice required at the Site as necessary to ensure that construction does not unreasonably inconvenience, disturb or interfere with employees, visitors, tenants, occupants and others at or surrounding, the Site. 4.15 You shall keep the Site and surrounding area free from excessive accumulation of waste materials or rubbish caused by operations under this Agreement. 4.16 Upon completion of the Work, you shall remove waste materials, rubbish, your tools, construction equipment, machinery and surplus material from and about the Site at your Expense and restore the Site to similar or same condition as immediately prior to commencement of this Agreement. 4.17 Make substitutions to the Service only with our consent, after evaluation and in accordance with a Change Order. 4.18 You covenant, represent and warrant that the Work shall be provided without the use of lead-based paint or of any constituent or product that contains lead-based paint. 4.19 You shall use your best endeavors to replace the appointed person with another qualified individual employed by you at your cost and expense, and such replacement shall be subject to our approval, which approval shall not be unreasonably withheld or delayed. 4.20 You will provide information or sign any other agreements necessary or as requested by us, in order that either you or us can fulfill obligations in accordance with this Agreement. 4.21 Any Materials prepared by you for us may be used by us for any purpose.

Supplier’s Representations and Warranties. 4.1 You shall be responsible to us for acts, errors or omissions of the Representative(s) and any sub-contractors performing all or portions of the Service for or on your behalf or any sub- subcontractorsbehalf. 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 scheduleSchedule 1, Appendix 1 and Appendix 2; 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 Service 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 concerning the provision of the Service; (c) relying on the accuracy of all Outcomes and all the information and materials included in the Materials; and (d) using your Reports, Materials Outcomes and any other advice and assistance provided under this Agreement. 4.11 You shall provide, remain responsible and pay for labour, materials, equipment, tools, construction equipment and machinery, water, heat, air-conditioners, utilities, transportationtransportation of any person providing Service on your behalf, and other facilities and related service necessary for proper execution and completion of the Work whether temporary or permanent and whether or not incorporated or to be incorporated in the Service. 4.12 You shall confine operations at the Site to areas permitted by LawsLaw, and the Materials and shall not unreasonably encumber the Site with materials or equipment. 4.13 You and all Representative(s) shall keep respective employees and contractors out of areas beyond the Site except where necessary for actual performance of Service. You shall schedule and use the Site in such a manner as to cause or occasion a minimum of inconvenience or disturbance to or interference with normal operations of the Site, including, without limitation, taking precautions to minimize noise, dust and construction hazards and the interruptions of existing Service and utilities. 4.14 You acknowledge that you are aware of the Best Industry Practice high standard of care required at the Site as necessary to ensure that construction does not unreasonably inconvenience, disturb or interfere with employees, visitors, tenants, occupants and others at or surrounding, the Site. 4.15 You shall keep the Site and surrounding area free from excessive accumulation of waste materials or rubbish caused by operations under this Agreement. 4.16 Upon completion of the Work, you shall remove waste materials, rubbish, your tools, construction equipment, machinery and surplus material from and about the Site at your Expense and restore the Site to similar or same condition as immediately prior to commencement of this Agreement. 4.17 Make substitutions to the Service only with our consent, in writing, after evaluation and in accordance with a Change Order. 4.18 You covenant, represent and warrant that the Work shall be provided without the use of lead-based paint or of any constituent or product that contains lead-based paint. 4.19 You shall use your best endeavors to replace the appointed person with another qualified individual employed by you at your cost and expense, and such replacement shall be subject to our approval, which approval shall not be unreasonably withheld or delayed. 4.20 You will provide information or sign any other agreements necessary or as requested by us, in order that either you or us can fulfill obligations in accordance with this Agreement. 4.21 Any Materials documents or plans prepared by you for us may be used by us for any purpose.

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 scheduleSchedule 1, Appendix 1 and Appendix 2; 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 Service 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 concerning the provision of the Service; (c) relying on the accuracy of all Outcomes and all the information and materials included in the Materials; and (d) using your Reports, Materials Outcomes and any other advice and assistance provided under this Agreement. 4.11 You shall provide, remain responsible and pay for labour, materials, equipment, tools, construction equipment and machinery, water, heat, air-conditioners, utilities, transportation, and other facilities and related service necessary for proper execution and completion of the Work whether temporary or permanent and whether or not incorporated or to be incorporated in the Service. 4.12 You shall confine operations at the Site to areas permitted by Laws, and the Materials and shall not unreasonably encumber the Site with materials or equipment. 4.13 You and all Representative(s) shall keep respective employees and contractors out of areas beyond the Site except where necessary for actual performance of Service. You shall schedule and use the Site in such a manner as to cause or occasion a minimum of inconvenience or disturbance to or interference with normal operations of the Site, including, without limitation, taking precautions to minimize noise, dust and construction hazards and the interruptions of existing Service and utilities. 4.14 You acknowledge that you are aware of the Best Industry Practice high standard of care required at the Site as necessary to ensure that construction does not unreasonably inconvenience, disturb or interfere with employees, visitors, tenants, occupants and others at or surrounding, the Site. 4.15 You shall keep the Site and surrounding area free from excessive accumulation of waste materials or rubbish caused by operations under this Agreement. 4.16 Upon completion of the Work, you shall remove waste materials, rubbish, your tools, construction equipment, machinery and surplus material from and about the Site at your Expense and restore the Site to similar or same condition as immediately prior to commencement of this Agreement. 4.17 Make substitutions to the Service only with our consent, after evaluation and in accordance with a Change Order. 4.18 You covenant, represent and warrant that the Work shall be provided without the use of lead-based paint or of any constituent or product that contains lead-based paint. 4.19 You shall use your best endeavors to replace the appointed person with another qualified individual employed by you at your cost and expense, and such replacement shall be subject to our approval, which approval shall not be unreasonably withheld or delayed. 4.20 You will provide information or sign any other agreements necessary or as requested by us, in order that either you or us can fulfill obligations in accordance with this Agreement. 4.21 Any Materials documents or plans prepared by you for us may be used by us for any purpose.