SUPPLIER’S WARRANTIES. 16.1 The Supplier represents, warrants and undertakes to the Authority that: 16.1.1 the Supplier has the full right, power and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement; 16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail; 16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date; 16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority; 16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier; 16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances; 16.1.7 to the extent any musical compositions are contained in the Deliverables: 16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and 16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement; 16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights; 16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety); 16.1.10 the Deliverables will be free from all Viruses; 16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court; 16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables; 16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date; 16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and 16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disrepute. 16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Appears in 3 contracts
Samples: Production Agreement, Production Agreement, Production Agreement
SUPPLIER’S WARRANTIES. 16.1 (a) The Supplier represents, warrants and undertakes to the Authority that:
16.1.1 (i) the Supplier has Goods supplied and/or Services performed will match the full right, power and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process description (if any) referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevailOrder;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Goods supplied and/or Services performed will be of the highest standard and in accordance with Perseus’s specifications (where those specifications are made known to the Supplier; ) or in the absence of such specifications, in accordance with any applicable standards or regulations;
(iii) are in if the public domainSupplier gave Xxxxxxx a sample of the Goods or a demonstration of the Services, in all cases to the extent required Goods and/or Services will be of the same nature and quality as the sample or demonstration given;
(iv) the Goods supplied and/or Services performed will be fit for the purposes purpose for which Goods of the Authority's full exercise same kind are commonly supplied or bought; and/or for the purpose for which Services of its rights as contemplated by this Agreementthe same kind are commonly performed; and/or any other purpose Perseus specifies;
16.1.8 no claim or litigation is pending or threatened (v) it will obtain at its cost all usual trade warranties and any warranties specifically requested by Xxxxxxx in respect of the Deliverables or Goods and/or Services and will assign the benefit of any such warranties to Perseus including any warranties obtained from the Authority RightsSupplier’s subcontractors and/or suppliers;
16.1.9 the Deliverables (vi) any Goods supplied will be produced in accordance with all Laws (including with respect to health of merchantable quality and safety)free from any security interest or other encumbrance;
16.1.10 (vii) in relation to the Deliverables provision of any Services:
(A) the Supplier and its Associates will be free from all Virusesexercise the standards of diligence, skill and care normally exercised by a similarly qualified and competent person in the performance of comparable work;
16.1.11 (B) any equipment used on the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender Site by the Supplier will be in safe working condition, comply with all legislation which is applicable to such equipment and be operated and maintained by suitably qualified and competent personnel, to the satisfaction of any control of the DeliverablesXxxxxxx;
16.1.13 all information(C) if the Services are Defective or otherwise do not comply with this clause 3, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to must, if requested by Xxxxxxx, re-perform the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of Services at the Supplier’s cost and Perseus may terminate the Agreement at no cost to Perseus; and
16.1.15 (D) any Services provided must be undertaken by persons who are appropriately licensed, qualified and/or trained to provide those Services; and
(viii) it will comply with the Supplier will not at requirements under any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business applicable law in respect of the Authority or otherwise to bring the Authority or any member manufacturing, handling, storage and transport of the Authority Group into disrepute.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to Goods and/or the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days performance of the date of actual delivery) Services including having obtained and on every occasion when maintained all required licences, permits or approvals and complying with the Authority exercises its Authority Rightsconditions thereof.
Appears in 3 contracts
Samples: Supply Agreement, Supply of Goods and/or Services Agreement, Supply Agreement
SUPPLIER’S WARRANTIES. 16.1 The Supplier represents, hereby warrants and undertakes to the Authority that:that –
16.1.1 a) the Supplier has the full rightright to provide the Goods and/or Services to Fantech;.
b) the Goods –
(I) (except as otherwise provided in the Specification) are new when delivered to Fantech;
(II) are fit for the purpose stated in the Specification or elsewhere in the Contract, power and authority to enter into and perform this Agreement and to grant all of or if no purpose is stated, the Authority Rights purpose for which the Goods would ordinarily be used;
(III) conform to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all informationdescription, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects model number and the Supplier agrees to be bound by the obligations and statements made in such tender submission as sample (if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made any) provided by the Supplier;
16.1.6 (IV) conform with the requirements of the Specification and are free from defects (including defects in installation);
(V) are of good merchantable quality and conform to any legally applicable standards;
(VI) where the Contract so provides, have been manufactured, constructed or assembled in the place disclosed by the Supplier will haveas the place of manufacture, construction or assembly of the Goods;
c) all Services supplied shall conform to the requirements of the Specification and shall be provided with all due skill, care and diligence expected of the Supplier;
d) all representations made by the Supplier in or in connection with the Supplier’s Tender were and as at remain accurate;
e) if any part of the relevant Delivery Date, obtained all necessary consents, grants, clearances Goods supplied or Services performed are found to be defective and rights not in compliance with this Contract within the duration of this Contract (including any rights in musical compositions contained within specified defect liability period) and the Deliverables (if any) which are controlled by Supplier on the Performing Right Society request of Fantech fails to remedy any such defect or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 default to the extent any musical compositions are contained in satisfaction of Fantech, such defect or default may be remedied by Fantech at the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors cost of the Supplier; and
16.1.15 f) the Supplier will not at Goods and/or Services are free from any time do mortgage, lien or say anything which is encumbrance whatsoever whereby Fantech could or may might be considered by the Authority (acting reasonably) liable to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business dispossessed of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputesame.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Appears in 2 contracts
Samples: Supply Agreement, Supply Agreement
SUPPLIER’S WARRANTIES. 16.1 9.1 The Supplier represents, represents and warrants and undertakes to the Authority thatPurchaser that where the Purchase Order relates to Goods:
16.1.1 (a) it has the right to sell the Goods to the Purchaser on these terms and conditions and, subject to clause 4, upon payment of the Price (whether in part or in full) or Delivery (whichever is the earliest to occur) the Purchaser will have good title to the Goods, free and clear of all liens, encumbrances and restrictions;
(b) the Goods delivered to the Purchaser will correspond in all respects with the Specification and the representations made by the Supplier has and any sample provided by or on behalf of the Supplier.
(c) the Purchaser shall have the full right, power and authority to enter into and perform this Agreement and to grant all benefit of the Authority Rights any manufacturer’s warranties that may be applicable to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as Goods or any part of the competitive tender process referred to Goods.
(d) the Goods will be free from defects in design and workmanship;
(e) the Goods will be fit for purpose and safe for purpose,
(f) the Goods will meet any other standards specified by the Purchaser; and,
(g) the Goods will comply with all laws, by-laws, statutes, regulations and standards in force in the recitals jurisdiction in which they are supplied.
9.2 The Supplier represents and warrants to this Agreement are true, complete and accurate the Purchaser that where the Purchase Order relates to Services that the Services;
(a) will correspond in all respects with the Specification and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be representations made by the Supplier;
16.1.6 (b) will be performed with due care and diligence;
(c) will be fit for purpose and safe for purpose,
(d) will meet any other standards specified by the Purchaser; and,
(e) will comply with all laws, by-laws, statutes, regulations and standards in force in the jurisdiction in which they are supplied.
9.3 Where the Supplier will haverepairs or replaces any Goods pursuant to any warranty, by the Supplier shall bear all the costs occasioned thereby including removal and as at transportation costs of the relevant Delivery DateGoods from and return to the Purchaser’s premises, obtained labour costs and the costs of replacing or providing new parts for the Goods.
9.4 If the Supplier fails to repair or replace any Goods pursuant to any warranty within a reasonable time, then the Purchaser may carry out the replacement or repair in which case any or all necessary consents, grants, clearances costs associated with the replacement or repair shall become a debt due and rights (including any rights in musical compositions contained within owing from the Deliverables (if any) which are controlled by Supplier to the Performing Right Society or its affiliated bodies) to enable it to produce and deliver Purchaser.
9.5 The Supplier shall warrant the Deliverables and to grant to and enable the Authority to exercise the Authority Rights Goods free from any liens, claims and encumbrances;
16.1.7 to defects for a period not less than the extent any musical compositions are contained period so specified in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled Purchase Order, or if no period specified, twelve (i12) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free months from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disrepute.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) installation.
9.6 The Supplier irrevocably undertakes, and on every occasion when shall ensure that each of its suppliers and subcontractors irrevocably undertake, to assign all benefits to any warranty to the Authority exercises its Authority RightsPurchasers client if requested in writing to do so by the Purchaser.
Appears in 2 contracts
SUPPLIER’S WARRANTIES. 16.1 11.1 The Supplier representshereby warrants, warrants represents and undertakes to the Authority HSBC that:
16.1.1 (a) it has and will have for the Supplier has the Term of this Agreement full right, power authority and authority all necessary rights (1) to enter into this Agreement, and (2) to perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same relevant obligations as contemplated set out in this Agreement;
16.1.2 (b) subject to being prevented or prohibited by the provisions of any applicable Law or regulation, it will give prompt written notice to HSBC of any change of Controlling Interest of the Supplier;
(c) the Charges have been and will be calculated in a manner that gives full credit for all informationdiscounts agreed with, representationsor available to, warranties HSBC and any other matters HSBC Group Member;
(d) it will ensure the Services are provided in accordance with this Agreement to the reasonable satisfaction of fact contained HSBC and/or the other relevant HSBC Group Member;
(e) it will ensure that, where HSBC or any other HSBC Group Member is reliant on the expertise of the Supplier or any Supplier Affiliate in providing professional advice (including recommendations as to how the Services are delivered), it will give such advice in an impartial, informed and independent manner and in the Supplier’s tender submission as part best interests of HSBC and/or the competitive tender process referred to in relevant HSBC Group Member;
(f) it will ensure that the recitals to this Agreement are true, complete Services and accurate in all respects and Deliverables comply with the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms provisions of this Agreement and such tender submission are of satisfactory quality and reasonably fit for the terms of this Agreement shall prevailpurpose for which they are supplied, the Supplier will further ensure that the Services are performed with due diligence, reasonable skill and care and in accordance with Best Industry Standards at all times;
16.1.3 save in respect (g) it will comply (and will procure that all Supplier Personnel, and Sub-Contractors will comply) with all applicable Laws which may from time to time be applicable to the provision of the Services;
(h) it will promptly notify HSBC of any Third Party Contentchanges that are required to any of the Services as a result of any alteration, no Deliverable has and no Deliverable will have been broadcastafter the Original Signature Date, released or otherwise exploited in any Broadcast Media anywhere applicable Law and will implement such required changes (at no charge to HSBC) at least thirty (30) days before the due date for the implementation of such legal or regulatory changes, provided that where the implementation of such changes results in a reduction in the world prior scope, or the benefit to HSBC or any other HSBC Group Member, of the Services, HSBC may propose an amendment to the relevant Delivery Date;
16.1.4 there is no contract or arrangement Charges to which the Supplier is a party reflect such reduction and the Supplier will not enter into unreasonably withhold or delay its agreement to such amendment, which reduction in price may be recorded through the Change Procedure;
(i) it will procure for HSBC and the other HSBC Group Members (unless otherwise agreed between the Supplier and HSBC in writing) all rights, licences, consents and permits that HSBC and/or any contract other HSBC Group Member may require in order to use and enjoy the Services in accordance with this Agreement; RESTRICTED – Further Amended and Restated Global Outsourcing Services Agreement 35 HSBC Global Services (UK) Limited/GP Strategies Limited Further Amended and Restated Global Outsourcing Services Agreement ¨ 2018 (j) it will ensure that all Supplier Personnel and Sub-Contractors:
(i) will, when present at HSBC or arrangement and there is and will be no other encumbrance an HSBC Group Member site or restriction which could in any way interfere with or inhibit allowed the full exercise or exploitation use of any HSBC or HSBC Group Member systems, including any HSBC Assets, HSBC Systems and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection HSBC Premises, comply with the Deliverables or on the exercise by the Authority of any of the Authority Rights or applicable site security, health and safety, system usage and other policies and procedures in respect of any taxforce from time to time, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce HSBC Policies and deliver the Deliverables Procedures and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paidHSBC Site Regulations; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines load or use on any Laws HSBC or which is obscene, blasphemous, seditious, racially inflammatory, defamatory other HSBC Group Member’s computer equipment or which infringes the rights of any personsystems, including rights of copyright or trade marks or service marksany HSBC System, privacyany Software, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale data or other arrangement materials, other than those provided or agreement which involves the surrender approved by the Supplier of any control of the Deliverables;
16.1.13 all informationHSBC Contracting Party, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier HSBC or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority other relevant HSBC Group into disrepute.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.Member;
Appears in 2 contracts
Samples: Global Learning Services Agreement (Gp Strategies Corp), Amended and Restated Agreement (Gp Strategies Corp)
SUPPLIER’S WARRANTIES. 16.1 (a) The Supplier represents, warrants and undertakes to the Authority that:
16.1.1 (i) the Supplier has Goods and/or Services supplied will match the full right, power and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process description (if any) referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevailOrder;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Goods and/or Services supplied will be of the highest standard and in accordance with Perseus’s specifications (where those specifications are made known to the Supplier; ) or in the absence of such specifications, in accordance with any applicable standards or regulations;
(iii) are in if the public domainSupplier gave Perseus a sample of the Goods or a demonstration of the Services, in all cases to the extent required Goods and/or Services will be of the same nature and quality as the sample or demonstration given;
(iv) the Goods and/or Services supplied will be fit for the purposes purpose for which Goods and/or Services of the Authority's full exercise of its rights as contemplated by this Agreementsame kind are commonly supplied or bought and for any other purpose Perseus specifies;
16.1.8 no claim or litigation is pending or threatened (v) it will obtain at its cost all usual trade warranties and any warranties specifically requested by Perseus in respect of the Deliverables or Goods and/or Services and will assign the benefit of any such warranties to Perseus including any warranties obtained from the Authority RightsSupplier’s subcontractors and/or suppliers;
16.1.9 the Deliverables (vi) any Goods supplied will be produced in accordance with all Laws (including with respect to health of merchantable quality and safety)free from any security interest or other encumbrance;
16.1.10 (vii) in relation to the Deliverables provision of any Services:
(A) the Supplier and its personnel will be free from all Virusesexercise the standards of diligence, skill and care normally exercised by a similarly qualified and competent person in the performance of comparable work;
16.1.11 (B) any equipment used on the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender Site by the Supplier will be in safe working condition, comply with all legislation which is applicable to such equipment and be operated and maintained by suitably qualified and competent personnel, to the satisfaction of any control of the DeliverablesPerseus;
16.1.13 all information(C) if the Services are Defective or otherwise do not comply with this clause 3, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to must, if requested by Perseus, re-perform the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of Services at the Supplier’s cost and Perseus may terminate the Agreement at no cost to Perseus; and
16.1.15 (D) any Services provided must be undertaken by persons who are appropriately licensed, qualified and/or trained to provide those Services; and
(viii) it will comply with the Supplier will not at requirements under any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business applicable law in respect of the Authority or otherwise to bring the Authority or any member manufacturing, handling, storage and transport of the Authority Group into disrepute.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to Goods and/or the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days performance of the date of actual delivery) Services including having obtained and on every occasion when maintained all required licences, permits or approvals and complying with the Authority exercises its Authority Rightsconditions thereof.
Appears in 2 contracts
Samples: Supply Agreement, Supply Agreement
SUPPLIER’S WARRANTIES. 16.1 The 8.1 Supplier represents, warrants and undertakes represents to the Authority ASTRI that:
16.1.1 (i) the Goods sold by Supplier has the full right, power and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate shall conform in all respects to the quantity, quality, description of the Goods as detailed in the PO;
(ii) the Goods shall conform in all respects to the Requirements (including the description, quantity and the standards of quality and performance). If no such standards are stipulated in the Requirements, Supplier warrants that the Goods shall conform to such standards as are generally accepted to be of the highest standard for similar goods;
(iii) it has good title to the Goods and the Goods are free from encumbrances;
(iv) the Goods shall be manufactured using only the best quality materials suitable for the intended use coupled with good quality workmanship under supervision of competent technical and other personnel;
(v) the Goods shall comply with the standards requirement (if any) issued by the Government Authority in Hong Kong;
(vi) for Goods which are electrical products, they shall comply with the Electrical Products (Safety) Regulations of the Electricity Ordinance (Cap. 406, the Laws of Hong Kong) and the Supplier agrees to be bound by shall before the obligations dispatch of the Goods for shipment and statements made in such tender submission as if the same were set out in for each model of electrical products under this Agreement, save where there is a certified true copy of valid certificate(s) of safety compliance in accordance with the said regulation;
(vii) the provision of the Goods and/or Services and performance of any inconsistency between the terms of other obligations by Supplier under this Agreement do not and such tender submission the terms of this Agreement shall prevail;not violate any applicable law, any third party Intellectual Property Rights, or any contracts which Supplier has entered into with any third parties; and
16.1.3 save in respect of any Third Party Content(viii) where ownership, no Deliverable has and no Deliverable will have been broadcast, released copyright or otherwise exploited in any Broadcast Media anywhere other Intellectual Property Rights in the world prior to the relevant Delivery Date;
16.1.4 there is no contract software, software documentation, release or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due upgrade belong to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any taxthird party, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by it has obtained and as at the relevant Delivery Date, obtained procured all necessary consents, grants, clearances approvals and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes use of the Authority's full exercise of its rights as same contemplated by under this Agreement;
16.1.8 no claim or litigation is pending or threatened Agreement in respect of the Deliverables same throughout the world.
8.2 The Supplier’s warranties under Clause 8.1 shall not be deemed to exclude Supplier’s standard warranties or other rights or warranties which ASTRI may have or obtain, and such warranties shall survive any delivery, inspection, acceptance, payment or resale of the Goods and/or provision of the Services, and shall extend to ASTRI and its customers. Acceptance of, or payment for, all or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention part of the Codes and Guidelines Goods or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disrepute.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right Services furnished under this Agreement shall not be deemed to treat such delay as an Event be a waiver of Default ASTRI’s right to cancel or return or reject all or any part thereof because of failure to conform to PO or Requirements or by reason of defects, latent or otherwise, or other breach of this Agreement or warranties, or to make any claim for losses and damages (including manufacturing costs and loss of profits or other special damages occasioned to ASTRI).
8.3 The cost to Supplier arising out of its compliance with this Clause shall be included in the Price payable by ASTRI to Supplier under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rightsthis Agreement.
Appears in 2 contracts
Samples: General Conditions for the Supply of Goods and/or Services, General Conditions for the Supply of Goods and/or Services
SUPPLIER’S WARRANTIES. 16.1
(a) The Supplier represents, warrants to Atlantic that it has the right to sell and undertakes transfer unencumbered title to the Authority thatGoods to Atlantic and that the Goods:
16.1.1 (i) will be new (except as otherwise provided in the Specification), free from defects and of merchantable quality when Delivered to Atlantic;
(ii) will be fit for the purpose stated in the Specification, or if no purpose is stated, the purpose for which the Goods would ordinarily be used;
(iii) will conform to the description, model number and the sample (if any) provided by the Supplier or, if no sample or description has been provided, to the full righthighest industry quality standards for their manufacture;
(iv) will comply with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not, power and authority to enter into and perform this Agreement and to grant all Atlantic’s use of the Authority Rights Goods will not, infringe any intellectual property rights conferred under statute, common law or equity in any country.
(b) The Supplier warrants to Atlantic that the Services:
(i) will comply in every aspect with the description in the Specification, or if there is no description, with the highest industry quality standards for performance;
(ii) will be performed with all due care and skill;
(iii) will be free from defects in materials, design and workmanship;
(iv) will comply with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not infringe any intellectual property rights conferred under statute, common law or equity in any country.
(c) The Supplier warrants that it is and will, at all applicable times, remain registered for all applicable GST/PST.
(d) The Supplier warrants that it is and will, at all applicable times, remain registered and in good standing pursuant to any workers’ compensation Legislative Requirements applicable to it, and that it will, upon request from Atlantic, provide evidence of registration and clearance certificates from the applicable Government Agency.
(e) The Supplier further warrants that it has not been convicted of any offence involving slavery and human trafficking nor has it been subject to any investigation or proceedings by any Government Agency in connection with slavery and human trafficking.
(f) The Supplier acknowledges that Atlantic has relied upon all such warranties in entering into the Agreement.
(g) The Supplier must provide or procure for the Goods and/or Services, any associated trade warranties. Where the Specification provides, the Supplier must obtain for Atlantic the benefit of any manufacturer’s warranty in respect of the Goods.
(h) The Vienna Convention on the Sale of Goods are expressly excluded from the Purchase Order and do not apply to the Authority and for supply of the Authority Goods or Services or to use and exploit the same as contemplated in this Agreement;
16.1.2 all informationany materials, representations, warranties and other matters of fact contained in the Supplier’s tender submission plant or equipment supplied as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputeServices.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Appears in 2 contracts
Samples: Conditions for the Supply of Goods and/or Services, Conditions for the Supply of Goods and/or Services
SUPPLIER’S WARRANTIES. 16.1 10.1 The Supplier represents, represents and warrants and undertakes to the Authority thatPurchaser that where the Purchase Order relates to Goods:
16.1.1 (a) it has the right to sell the Goods to the Purchaser on these terms and conditions and, subject to clause 6, upon payment of the Price the Purchaser will have good title to the Goods, free and clear of all mortgages, liens, encumbrances and third party claims and other restrictions on title;
(b) the Goods delivered to the Purchaser will correspond in all respects with the Specification and the representations made by the Supplier has and any sample provided by or on behalf of the Supplier;
(c) the Purchaser shall have the full right, power and authority to enter into and perform this Agreement and to grant all benefit of the Authority Rights any manufacturer’s warranties that may be applicable to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as Goods or any part of the competitive tender process referred to Goods;
(d) the Goods will be free from defects in design and workmanship;
(e) the Goods will be fit and safe for purpose and use;
(f) the Goods will meet any other standards specified by the Purchaser;
(g) the Goods will comply with all laws, by- laws, statutes, regulations and standards in force in the recitals jurisdiction in which they are supplied.
10.2 The Supplier represents and warrants to this Agreement are true, complete and accurate the Purchaser that where the Purchase Order relates to Services that the Services;
(a) will correspond in all respects with the Specification and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be representations made by the Supplier;
16.1.6 (b) will be performed with due care and diligence by suitably trained and competent personnel;
(c) will meet any other standards specified by the Purchaser;
(d) will comply with all laws, by-laws, statutes, regulations and standards in force in the jurisdiction in which they are supplied.
10.3 The warranties set out under clauses 10.1 and 10.2 for a period of 12 months from the Delivery Date. This warranty is given in addition to other rights and remedies of the Purchaser at law in relation to the Goods or Services.
10.4 The Purchaser may make a claim under the warranties set out under clauses 10.1 and 10.2 by notice in writing to the Supplier’s registered office.
10.5 Where the Supplier will haverepairs or replaces any Goods or re-performs any Services pursuant to any warranty, by the Supplier shall bear all the costs occasioned thereby including removal and as at transportation costs of the relevant Delivery DateGoods from and return to the premises from which they are removed, obtained labour costs for re-performing the Services and the costs of replacing or providing new parts for the Goods.
10.6 If the Supplier fails to repair or replace any Goods pursuant to any warranty within a reasonable time, then the Purchaser may carry out the replacement or repair in which case any or all necessary consentscosts associated with the replacement or repair shall become a debt due and payable from the Supplier to the Purchaser.
10.7 The Supplier irrevocably undertakes, grantsand shall ensure that each of its suppliers and subcontractors irrevocably undertake, clearances and rights (including to assign all benefits to any rights warranty to the Purchasers if requested in musical compositions contained within the Deliverables (if any) which are controlled writing to do so by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver Purchaser.
10.8 By law the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained following text must be stated in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) this Agreement by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disrepute.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.:
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
SUPPLIER’S WARRANTIES. 16.1 (a) The Supplier represents, warrants and undertakes to the Authority that:
16.1.1 (i) the Supplier has Goods and/or Services supplied will match the full right, power and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process description (if any) referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevailOrder;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Goods and/or Services supplied will be of the highest standard and in accordance with Perseus’s specifications (where those specifications are made known to the Supplier; ) or in the absence of such specifications, in accordance with any applicable standards or regulations;
(iii) are in if the public domainSupplier gave Xxxxxxx a sample of the Goods or a demonstration of the Services, in all cases to the extent required Goods and/or Services will be of the same nature and quality as the sample or demonstration given;
(iv) the Goods and/or Services supplied will be fit for the purposes purpose for which Goods and/or Services of the Authority's full exercise of its rights as contemplated by this Agreementsame kind are commonly supplied or bought and for any other purpose Perseus specifies;
16.1.8 no claim or litigation is pending or threatened (v) it will obtain at its cost all usual trade warranties and any warranties specifically requested by Xxxxxxx in respect of the Deliverables or Goods and/or Services and will assign the benefit of any such warranties to Perseus including any warranties obtained from the Authority RightsSupplier’s subcontractors and/or suppliers;
16.1.9 the Deliverables (vi) any Goods supplied will be produced in accordance with all Laws (including with respect to health of merchantable quality and safety)free from any security interest or other encumbrance;
16.1.10 (vii) in relation to the Deliverables provision of any Services:
(A) the Supplier and its personnel will be free from all Virusesexercise the standards of diligence, skill and care normally exercised by a similarly qualified and competent person in the performance of comparable work;
16.1.11 (B) any equipment used on the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender Site by the Supplier will be in safe working condition, comply with all legislation which is applicable to such equipment and be operated and maintained by suitably qualified and competent personnel, to the satisfaction of any control of the DeliverablesXxxxxxx;
16.1.13 all information(C) if the Services are Defective or otherwise do not comply with this clause 3, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to must, if requested by Xxxxxxx, re-perform the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of Services at the Supplier’s cost and Perseus may terminate the Agreement at no cost to Perseus; and
16.1.15 (D) any Services provided must be undertaken by persons who are appropriately licensed, qualified and/or trained to provide those Services; and
(viii) it will comply with the Supplier will not at requirements under any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business applicable law in respect of the Authority or otherwise to bring the Authority or any member manufacturing, handling, storage and transport of the Authority Group into disrepute.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to Goods and/or the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days performance of the date of actual delivery) Services including having obtained and on every occasion when maintained all required licences, permits or approvals and complying with the Authority exercises its Authority Rightsconditions thereof.
Appears in 1 contract
Samples: Supply Agreement
SUPPLIER’S WARRANTIES. 16.1 (a) The Supplier representswarrants to St Xxxxxxx that it has the right to sell and transfer unencumbered title to the Goods to St Xxxxxxx and that the Goods:
(i) will be new (except as otherwise provided in the Specification), free from defects and of merchantable quality when Delivered to St Xxxxxxx;
(ii) will be fit for the purpose stated in the Specification, or if no purpose is stated, the purpose for which the Goods would ordinarily be used;
(iii) will conform to the description, model number and the sample (if any) provided by the Supplier or, if no sample or description has been provided, to the highest industry quality standards for their manufacture;
(iv) complies with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not, and St Barbara’s use of the Goods will not, infringe any intellectual property rights conferred under statute, common law or equity in any country.
(b) The Supplier warrants and undertakes undertakes, as relevant, to St Xxxxxxx that the Services:
(i) will comply in every aspect with the description in the Specification, or if there is no description, with the highest Australian industry quality standards for performance;
(ii) will be performed with all due care and skill;
(iii) will be free from defects in materials, design and workmanship;
(iv) complies with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not infringe any intellectual property rights conferred under statute, common law or equity in any country.
(c) The Supplier further warrants that it has not been convicted of any offence involving slavery and human trafficking nor has it been subject to any investigation or proceedings by any Government Agency in connection with slavery and human trafficking.
(d) The Supplier acknowledges that St Xxxxxxx has relied upon all such warranties in entering into the Agreement.
(e) The Supplier must provide or procure for the Goods and/or Services, any associated trade warranties. Where the Specification provides, the Supplier must obtain for St Xxxxxxx the benefit of any manufacturer’s warranty in respect of the Goods.
(f) The Vienna Convention on the Sale of Goods are expressly excluded from the Purchase Order and do not apply to the Authority that:
16.1.1 the Supplier has the full right, power and authority to enter into and perform this Agreement and to grant all supply of the Authority Rights Goods or Services or to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all informationany materials, representations, warranties and other matters of fact contained in the Supplier’s tender submission plant or equipment supplied as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputeServices.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Appears in 1 contract
SUPPLIER’S WARRANTIES. 16.1
(a) The Supplier representswarrants to St Xxxxxxx that it has the right to sell and transfer unencumbered title to the Goods to St Xxxxxxx and that the Goods:
(i) will be new (except as otherwise provided in the Specification), free from defects and of merchantable quality when Delivered to St Xxxxxxx;
(ii) will be fit for the purpose stated in the Specification, or if no purpose is stated, the purpose for which the Goods would ordinarily be used;
(iii) will conform to the description, model number and the sample (if any) provided by the Supplier or, if no sample or description has been provided, to the highest industry quality standards for their manufacture;
(iv) complies with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not, and St Barbara’s use of the Goods will not, infringe any intellectual property rights conferred under statute, common law or equity in any country.
(b) The Supplier warrants and undertakes undertakes, as relevant, to St Xxxxxxx that the Services:
(i) will comply in every aspect with the description in the Specification, or if there is no description, with the highest Australian industry quality standards for performance;
(ii) will be performed with all due care and skill;
(iii) will be free from defects in materials, design and workmanship;
(iv) complies with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not infringe any intellectual property rights conferred under statute, common law or equity in any country.
(c) The Supplier further warrants that it has not been convicted of any offence involving slavery and human trafficking nor has it been subject to any investigation or proceedings by any Government Agency in connection with slavery and human trafficking.
(d) The Supplier acknowledges that St Xxxxxxx has relied upon all such warranties in entering into the Agreement.
(e) The Supplier must provide or procure for the Goods and/or Services, any associated trade warranties. Where the Specification provides, the Supplier must obtain for St Xxxxxxx the benefit of any manufacturer’s warranty in respect of the Goods.
(f) The Vienna Convention on the Sale of Goods are expressly excluded from the Purchase Order and do not apply to the Authority that:
16.1.1 the Supplier has the full right, power and authority to enter into and perform this Agreement and to grant all supply of the Authority Rights Goods or Services or to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all informationany materials, representations, warranties and other matters of fact contained in the Supplier’s tender submission plant or equipment supplied as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disrepute.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.Services.
Appears in 1 contract
SUPPLIER’S WARRANTIES. 16.1
(a) The Supplier represents, warrants to St Xxxxxxx that it has the right to sell and undertakes transfer unencumbered title to the Authority thatGoods to St Xxxxxxx and that the Goods:
16.1.1 (i) will be new (except as otherwise provided in the Specification), free from defects and of merchantable quality when Delivered to St Xxxxxxx;
(ii) will be fit for the purpose stated in the Specification, or if no purpose is stated, the purpose for which the Goods would ordinarily be used;
(iii) will conform to the description, model number and the sample (if any) provided by the Supplier or, if no sample or description has been provided, to the full righthighest industry quality standards for their manufacture;
(iv) complies with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not, power and authority to enter into and perform this Agreement and to grant all St Barbara’s use of the Authority Rights Goods will not, infringe any intellectual property rights conferred under statute, common law or equity in any country.
(b) The Supplier warrants to St Xxxxxxx that the Services:
(i) will comply in every aspect with the description in the Specification, or if there is no description, with the highest industry quality standards for performance;
(ii) will be performed with all due care and skill;
(iii) will be free from defects in materials, design and workmanship;
(iv) complies with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not infringe any intellectual property rights conferred under statute, common law or equity in any country.
(c) The Supplier further warrants that it has not been convicted of any offence involving slavery and human trafficking nor has it been subject to any investigation or proceedings by any Government Agency in connection with slavery and human trafficking.
(d) The Supplier acknowledges that St Xxxxxxx has relied upon all such warranties in entering into the Agreement.
(e) The Supplier must provide or procure for the Goods and/or Services, any associated trade warranties. Where the Specification provides, the Supplier must obtain for St Xxxxxxx the benefit of any manufacturer’s warranty in respect of the Goods.
(f) The Vienna Convention on the Sale of Goods are expressly excluded from the Purchase Order and do not apply to the Authority and for supply of the Authority Goods or Services or to use and exploit the same as contemplated in this Agreement;
16.1.2 all informationany materials, representations, warranties and other matters of fact contained in the Supplier’s tender submission plant or equipment supplied as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputeServices.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Appears in 1 contract
SUPPLIER’S WARRANTIES. 16.1 9.1 The Supplier represents, represents and warrants and undertakes to the Authority Company that:
16.1.1 the Supplier (a) it has the full rightright to sell the Goods and/or lease the Rental Items to the Company on these terms and conditions and, power and authority subject to enter into and perform this Agreement and to grant all clause 5, upon payment of the Authority Rights Price (whether in part or in full) or Delivery (whichever is the earlier to occur) the Company will have good title to the Authority Goods, free and for the Authority to use clear of all interests and exploit the same as contemplated in this Agreementencumbrances including Security Interests;
16.1.2 all information, representations, warranties and other matters of fact contained in (b) the Supplier’s tender submission as part of Goods and/or Rental Items delivered to the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate Company will correspond in all respects with the Specifications and the Supplier agrees to be bound representations made by the obligations Supplier and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights sample provided by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority behalf of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 (c) the Supplier holds all relevant import licences, consents or authorities necessary for the performance of this Contract;
(d) the Company will have the full benefit of any manufacturer’s warranties that may be applicable to the Goods or any part of the Goods;
(e) the Goods will be of merchantable quality and free from defects in design, manufacture and assembly;
(f) the Goods, Rental Items and Services will be fit for any particular purpose which the Company has made known (whether expressly or by implication) to the Supplier and will be fit also for the purpose for which Goods, Rental Items and/or Services of a similar nature are commonly supplied;
(g) the Goods, Rental Items and/or Services will comply with all laws (including statues, the common law and equity) in force in the jurisdiction in which they are supplied and with all relevant standards issued by Standards Australia;
(h) the Services performed by the Supplier will havebe performed in accordance with the Specifications and the terms and conditions described in the Purchase Order and in accordance with the standards of a reasonable and prudent provider of those Services;
(i) the Services performed by the Supplier will be performed using due skill, by care and as at diligence, in a safe and competent manner and using qualified Supplier Personnel and equipment and materials of merchantable quality and fit for their use or intended use;
(j) Supplier Personnel who are involved in the relevant Delivery Dateperformance of the Services and/or the supply of the Goods and/or Rental Items are competent and have the appropriate qualifications, obtained job skills and training and hold and will maintain all necessary consentsrequired licences, grants, clearances permits and rights authorities; and
(including any rights k) the Services will be performed in musical compositions contained within a timely manner and in accordance with the Deliverables timeframes specified in the Special Conditions (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain), in all cases to the extent required for the purposes which case time shall be of the Authority's full exercise of its rights as contemplated by this Agreement;essence.
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect 9.2 Subject to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obsceneclause 9.4, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will be required to repair or replace any Goods or Rental Items, or re-perform any Services, which do not conform to any warranty, upon receipt of notice from the Company.
9.3 Where the Supplier repairs or replaces any Goods or Rental Items or re-performs any Services pursuant to any warranty, the Supplier shall bear all the costs occasioned thereby including the removal and transportation costs of the Goods and/or Rental Items from and return to the Company’s premises, labour costs and the costs of replacing or providing new parts for the Goods and/or Rental Items.
9.4 If any defect attributable to the design (other than a design provided by the Company), workmanship or operating characteristics of the Goods arises at any time do up to the later of 30 months from the date the Goods are delivered or say anything which is supplied, the Supplier must at its own expense and as soon as practicable after receiving notice from the Company, make such alterations, repairs and replacements to the Goods, as necessary to correct the defective design, workmanship or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputeoperating characteristics.
16.2 The 9.5 If the Supplier fails to comply with the requirements of clauses 9.2, 9.3 and/or 9.4, the Company may have the deficiency rectified by third parties and recover the reasonable costs of doing so from the Supplier's .
9.6 Where the Supplier obtains any warranties shall be deemed repeated on each Delivery Date (oror guarantees not specified in these terms and conditions, if any Deliverables are delivered the Supplier must ensure that it assigns to the Authority after Company the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat benefit of such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rightswarranties or guarantees.
Appears in 1 contract
Samples: Purchase Agreement
SUPPLIER’S WARRANTIES. 16.1 (a) The Supplier represents, warrants and undertakes to the Authority that:
16.1.1 (i) The Goods supplier and/or Services performed will march the Supplier has the full right, power and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process description (if any) referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevailOrder;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Goods supplied and/or Services performed will be of the highest standard and in accordance with Kismet’s specifications (where those specifications are made known to the Supplier; ) or in the absence of such specifications, in accordance with any applicable standards or regulations;
(iii) are in if the public domainSupplier gave Xxxxxx a sample of the Goods or a demonstration of the Services, in all cases to the extent required Goods and/or Services (e) will be of the same nature and quality as the sample or demonstration given.
(iv) the Goods supplied and/or Services performed will be fit for the purposes purpose for which Goods of the Authority's full exercise same kind are commonly supplied or bought; and/or for the purpose for which Services of its rights as contemplated by this Agreementthe same kind are commonly performed and/or any other purpose Kismet specifies;
16.1.8 no claim or litigation is pending or threatened (v) it will obtain at its cost all usual trade warranties and any warranties specifically requested by Xxxxxx in respect of the Deliverables or Goods and/or Services and will assign the benefit of such warranties to Kismet including any warranties obtained from the Authority RightsSupplier’s subcontractors and/or suppliers;
16.1.9 the Deliverables (vi) any Goods supplied will be produced of merchantable quality and free from any security interest or other encumbrance.
(vii) In relation to the provision of any Service:
(A) The Supplier and its associates will exercise the standards of diligence, skill and care normally exercised by a similarly qualified and competent person in accordance with all Laws (including with respect to health and safety)the performance of comparable work;
16.1.10 (B) any equipment used on the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender Site by the Supplier will be in safe working condition, comply with all legislation which is applicable to such equipment and be operated and maintained by suitably qualified and competent personnel, to the satisfaction of any control of the DeliverablesXxxxxx;
16.1.13 all information(C) if the Services are Defective or otherwise do not comply with this clause 3, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to must, if requested by Xxxxxx, re-perform the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of Services at the Supplier’s cost and Kismet may terminate the Agreement at no cost to Kismet; and
16.1.15 (D) any Services provided must be undertaken by persons who are appropriately licensed, qualified and/or trained to provide those Services; and
(viii) it will comply with the Supplier will not at requirements under any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business applicable law in respect of the Authority or otherwise to bring the Authority or any member manufacturing, handling, storage and transport of the Authority Group into disrepute.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to Goods and/or the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days performance of the date of actual delivery) Services including having obtained and on every occasion when maintained all required licenses, permits or approvals and complying with the Authority exercises its Authority Rightsconditions thereof.
Appears in 1 contract
Samples: Supply Agreement
SUPPLIER’S WARRANTIES. 16.1 9.1 The Supplier represents, represents and warrants and undertakes to the Authority thatPurchaser that where the Purchase Order relates to Goods:
16.1.1 (i) it has the right to sell the Goods to the Purchaser on these terms and conditions and, subject to clause 4, upon payment of the Price (whether in part or in full) or Delivery (whichever is the earliest to occur) the Purchaser will have good title to the Goods, free and clear of all liens, encumbrances and restrictions;
(ii) the Goods delivered to the Purchaser will correspond in all respects with the Specification and the representations made by the Supplier has and any sample provided by or on behalf of the Supplier.
(iii) the Purchaser shall have the full right, power and authority to enter into and perform this Agreement and to grant all benefit of the Authority Rights any manufacturer’s warranties that may be applicable to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as Goods or any part of the competitive tender process referred to Goods.
(iv) the Goods will be free from defects in design and workmanship;
(v) the Goods will be fit for purpose and safe for purpose,
(vi) the Goods will meet any other standards specified by the Purchaser; and,
(vii) the Goods will comply with all laws, by-laws, statutes, regulations and standards in force in the recitals jurisdiction in which they are supplied.
9.2 The Supplier represents and warrants to this Agreement are true, complete and accurate the Purchaser that where the Purchase Order relates to Services that the Services;
(i) will correspond in all respects with the Specification and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be representations made by the Supplier;
16.1.6 (ii) will be performed with due care and diligence;
(iii) will be fit for purpose and safe for purpose,
(iv) will meet any other standards specified by the Purchaser; and,
(v) will comply with all laws, by-laws, statutes, regulations and standards in force in the jurisdiction in which they are supplied.
9.3 Where the Supplier will haverepairs or replaces any Goods pursuant to any warranty, by the Supplier shall bear all the costs occasioned thereby including removal and as at transportation costs of the relevant Delivery DateGoods from and return to the Purchaser’s premises, obtained labour costs and the costs of replacing or providing new parts for the Goods.
9.4 If the Supplier fails to repair or replace any Goods pursuant to any warranty within a reasonable time, then the Purchaser may carry out the replacement or repair in which case any or all necessary consentscosts associated with the replacement or repair shall become a debt due and owing from the Supplier to the Purchaser.
9.5 The Supplier shall warrant the Goods free from defects for a period not less than the period so specified in the Purchase Order, grantsor if no period specified, clearances twelve (12) months from the date of installation.
9.6 The Supplier irrevocably undertakes, and rights (including shall ensure that each of its suppliers and subcontractors irrevocably undertake, to assign all benefits to any rights warranty to the Purchasers client if requested in musical compositions contained within the Deliverables (if any) which are controlled writing to do so by the Performing Right Society or its affiliated bodies) to enable it to produce Purchaser.
9.7 The Supplier must itself provide the Purchaser, and deliver the Deliverables must obtain from Secondary Subcontractors and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 provide to the extent any musical compositions are contained Purchaser, warranties as specified and required by the Purchaser from time to time as deemed appropriate by the Purchaser in respect to plant, equipment, materials, goods, items and other things incorporated into the Deliverables:works. Such warranties
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by Do not limit any obligation or liability of the Performing Right Society Supplier under this agreement, or its affiliated bodies; or otherwise at law, and
(ii) by if there is ambiguity, conflict, discrepancy, or inconsistency between such a warranty and the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes requirements of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect Purchaser from time to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputetime.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Appears in 1 contract
Samples: Supply Agreement
SUPPLIER’S WARRANTIES. 16.1 (a) The Supplier represents, warrants to SGCL that it has the right to sell and undertakes transfer unencumbered title to the Authority thatGoods to SGCL and that the Goods:
16.1.1 (i) will be new (except as otherwise provided in the Specification), free from defects and of merchantable quality when Delivered to SGCL;
(ii) will be fit for the purpose stated in the Specification, or if no purpose is stated, the purpose for which the Goods would ordinarily be used;
(iii) will conform to the description, model number and the sample (if any) provided by the Supplier or, if no sample or description has been provided, to the full righthighest industry quality standards for their manufacture;
(iv) complies with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not, power and authority to enter into and perform this Agreement and to grant all SGCL’s use of the Authority Rights Goods will not, infringe any intellectual property rights conferred under statute, common law or equity in any country.
(b) The Supplier warrants to SGCL that the Services:
(i) will comply in every aspect with the description in the Specification, or if there is no description, with the highest industry quality standards for performance;
(ii) will be performed with all due care and skill;
(iii) will be free from defects in materials, design and workmanship;
(iv) complies with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not infringe any intellectual property rights conferred under statute, common law or equity in any country. The Supplier acknowledges that SGCL has relied upon such warranties in entering into the Agreement.
(c) The Supplier further warrants that it has not been convicted of any offence involving slavery and human trafficking nor has it been subject to any investigation or proceedings by any Government Agency in connection with slavery and human trafficking.
(d) The Supplier must provide or procure for the Goods and/or Services, any associated trade warranties. Where the Specification provides, the Supplier must obtain for SGCL the benefit of any manufacturer’s warranty in respect of the Goods.
(e) The Vienna Convention on the Sale of Goods are expressly excluded from the Purchase Order and do not apply to the Authority and for supply of the Authority Goods or Services or to use and exploit the same as contemplated in this Agreement;
16.1.2 all informationany materials, representations, warranties and other matters of fact contained in the Supplier’s tender submission plant or equipment supplied as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputeServices.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Appears in 1 contract
SUPPLIER’S WARRANTIES. 16.1 The Supplier represents, warrants and undertakes to the Authority ONSTREAM that:
16.1.1 (a) the Supplier has the full right, power and authority to enter into and perform give effect to this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process referred to in the recitals to perform its obligations under this Agreement are true, complete and accurate in all respects steps required to authorise the execution and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms performance of this Agreement and such tender submission by the terms of Supplier have been properly taken;
(b) this Agreement shall prevailconstitutes legal, valid and binding obligations, and subject to any necessary stamping and registration, is enforceable in accordance with its terms;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and (c) all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted Authorisations required in connection with the Deliverables or on performance by it of this Agreement are in full force and effect, and there has been no material default by it in the exercise by the Authority performance of any of the Authority Rights or in respect terms and conditions of any taxof those Authorisations;
(d) no Insolvency Event has occurred in relation to the Supplier;
(e) it has the right to sell and transfer title to the Goods to ONSTREAM;
(f) the Goods will:
(i) be free of any charge, duty, levy, national insurance encumbrance or any similar payment third party interest;
(ii) be new when Delivered to ONSTREAM (except as otherwise provided in connection with the Deliverables required Specifications);
(iii) be fit for the purpose stated in the Specifications, a Purchase Order or elsewhere, or if no purpose is stated, the purpose for which the Goods would ordinarily be used;
(iv) conform to be made the description, model number and the sample (if any) provided by the Supplier;
16.1.6 (v) conform with the Supplier will have, by requirements of this Agreement and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights Purchase Orders;
(vi) be free from defects (including any rights defects in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce design, materials, workmanship and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrancesinstallation);
16.1.7 to (vii) be of good merchantable quality and comply with the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paidStandards; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (iviii) comply with all relevant Legislative Requirements;
(g) all information and documentation supplied by the Performing Right Society Supplier with or its affiliated bodies; or in connection with the Goods is accurate, complete and not misleading;
(iih) by it validly holds and will continue to hold the Supplier; or (iii) are in the public domain, in all cases to the extent required Quality Assurance Certification for the purposes duration of the Authority's full exercise term of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened (i) it has:
(i) made proper allowance in respect of the Deliverables or any the Authority Rights;Unit Price for:
16.1.9 the Deliverables will be produced in accordance with (A) all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything matters which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of might impact upon the Supplier’s ability to Deliver the Goods within any particular time, cost or quality constraints; and
16.1.15 (B) all risks associated with the Delivery of the Goods; and
(C) informed itself as to all matters which might impact on the Delivery of the Goods; and
(j) where any Supplier IP is owned by a party other than the Supplier (Third Party IP), it has or will not at any time do or say anything which is or may be considered obtain all necessary rights and licences and pay all necessary fees in relation to the use of that Third Party IP by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputeSupplier.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Appears in 1 contract
Samples: Purchase Agreement
SUPPLIER’S WARRANTIES. 16.1 10.1 The Supplier represents, represents and warrants and undertakes to the Authority thatPurchaser that where the Purchase Order relates to Goods:
16.1.1 (a) it has the right to sell the Goods to the Purchaser on these terms and conditions and, subject to clause 6, upon payment of the Price the Purchaser will have good title to the Goods, free and clear of all mortgages, liens, encumbrances and third party claims and other restrictions on title;
(b) the Goods delivered to the Purchaser will correspond in all respects with the Specification and the representations made by the Supplier has and any sample provided by or on behalf of the Supplier;
(c) the Purchaser shall have the full right, power and authority to enter into and perform this Agreement and to grant all benefit of the Authority Rights any manufacturer’s warranties that may be applicable to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as Goods or any part of the competitive tender process referred to Goods;
(d) the Goods will be free from defects in design and workmanship;
(e) the Goods will be fit and safe for purpose and use;
(f) the Goods will meet any other standards specified by the Purchaser;
(g) the Goods will comply with all laws, by- laws, statutes, regulations and standards in force in the recitals jurisdiction in which they are supplied.
10.2 The Supplier represents and warrants to this Agreement are true, complete and accurate the Purchaser that where the Purchase Order relates to Services that the Services;
(a) will correspond in all respects with the Specification and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be representations made by the Supplier;
16.1.6 (b) will be performed with due care and diligence by suitably trained and competent personnel;
(c) will meet any other standards specified by the Purchaser;
(d) will comply with all laws, by-laws, statutes, regulations and standards in force in the jurisdiction in which they are supplied.
10.3 The warranties set out under clauses 10.1 and 10.2 apply for a period of 12 months from the Delivery Date. This warranty is given in addition to other rights and remedies of the Purchaser at law in relation to the Goods or Services.
10.4 The Purchaser may make a claim under the warranties set out under clauses 10.1 and 10.2 by notice in writing to the Supplier’s registered office.
10.5 Where the Supplier will haverepairs or replaces any Goods or re-performs any Services pursuant to any warranty, by the Supplier shall bear all the costs occasioned thereby including removal and as at transportation costs of the relevant Delivery DateGoods from and return to the premises from which they are removed, obtained labour costs for re-performing the Services and the costs of replacing or providing new parts for the Goods.
10.6 If the Supplier fails to repair or replace any Goods pursuant to any warranty within a reasonable time, then the Purchaser may carry out the replacement or repair in which case any or all necessary consentscosts associated with the replacement or repair shall become a debt due and payable from the Supplier to the Purchaser.
10.7 The Supplier irrevocably undertakes, grantsand shall ensure that each of its suppliers and subcontractors irrevocably undertake, clearances and rights (including to assign all benefits to any rights warranty to the Purchasers if requested in musical compositions contained within the Deliverables (if any) which are controlled writing to do so by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver Purchaser.
10.8 By law the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained following text must be stated in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) this Agreement by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disrepute.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.:
Appears in 1 contract
Samples: Purchase Order
SUPPLIER’S WARRANTIES. 16.1 (a) The Supplier represents, warrants to Atlantic that it has the right to sell and undertakes transfer unencumbered title to the Authority thatGoods to Atlantic and that the Goods:
16.1.1 (i) will be new (except as otherwise provided in the Specification), free from defects and of merchantable quality when Delivered to Atlantic;
(ii) will be fit for the purpose stated in the Specification, or if no purpose is stated, the purpose for which the Goods would ordinarily be used;
(iii) will conform to the description, model number and the sample (if any) provided by the Supplier or, if no sample or description has been provided, to the full righthighest industry quality standards for their manufacture;
(iv) will comply with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not, power and authority to enter into and perform this Agreement and to grant all Atlantic’s use of the Authority Rights Goods will not, infringe any intellectual property rights conferred under statute, common law or equity in any country.
(b) The Supplier warrants to Atlantic that the Services:
(i) will comply in every aspect with the description in the Specification, or if there is no description, with the highest industry quality standards for performance;
(ii) will be performed with all due care and skill;
(iii) will be free from defects in materials, design and workmanship;
(iv) will comply with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not infringe any intellectual property rights conferred under statute, common law or equity in any country.
(c) The Supplier warrants that it is and will, at all applicable times, remain registered for all applicable GST/PST.
(d) The Supplier warrants that it is and will, at all applicable times, remain registered and in good standing pursuant to any workers’ compensation Legislative Requirements applicable to it, and that it will, upon request from Atlantic, provide evidence of registration and clearance certificates from the applicable Government Agency.
(e) The Supplier further warrants that it has not been convicted of any offence involving slavery and human trafficking nor has it been subject to any investigation or proceedings by any Government Agency in connection with slavery and human trafficking.
(f) The Supplier acknowledges that Atlantic has relied upon all such warranties in entering into the Agreement.
(g) The Supplier must provide or procure for the Goods and/or Services, any associated trade warranties. Where the Specification provides, the Supplier must obtain for Atlantic the benefit of any manufacturer’s warranty in respect of the Goods.
(h) The Vienna Convention on the Sale of Goods are expressly excluded from the Purchase Order and do not apply to the Authority and for supply of the Authority Goods or Services or to use and exploit the same as contemplated in this Agreement;
16.1.2 all informationany materials, representations, warranties and other matters of fact contained in the Supplier’s tender submission plant or equipment supplied as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputeServices.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Appears in 1 contract
SUPPLIER’S WARRANTIES. 16.1
(a) The Supplier representswarrants to SGCL that it has the right to sell and transfer unencumbered title to the Goods to SGCL and that the Goods:
(i) will be new (except as otherwise provided in the Specification), free from defects and of merchantable quality when Delivered to SGCL;
(ii) will be fit for the purpose stated in the Specification, or if no purpose is stated, the purpose for which the Goods would ordinarily be used;
(iii) will conform to the description, model number and the sample (if any) provided by the Supplier or, if no sample or description has been provided, to the highest industry quality standards for their manufacture;
(iv) complies with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not, and SGCL’s use of the Goods will not, infringe any intellectual property rights conferred under statute, common law or equity in any country.
(b) The Supplier warrants and undertakes undertakes, as relevant, to SGCL that the Services:
(i) will comply in every aspect with the description in the Specification, or if there is no description, with the highest industry quality standards for performance;
(ii) will be performed with all due care and skill;
(iii) will be free from defects in materials, design and workmanship;
(iv) complies with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not infringe any intellectual property rights conferred under statute, common law or equity in any country. The Supplier acknowledges that SGCL has relied upon such warranties in entering into the Agreement.
(c) The Supplier further warrants that it has not been convicted of any offence involving slavery and human trafficking nor has it been subject to any investigation or proceedings by any Government Agency in connection with slavery and human trafficking.
(d) The Supplier must provide or procure for the Goods and/or Services, any associated trade warranties. Where the Specification provides, the Supplier must obtain for SGCL the benefit of any manufacturer’s warranty in respect of the Goods.
(e) The Vienna Convention on the Sale of Goods are expressly excluded from the Purchase Order and do not apply to the Authority that:
16.1.1 the Supplier has the full right, power and authority to enter into and perform this Agreement and to grant all supply of the Authority Rights Goods or Services or to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all informationany materials, representations, warranties and other matters of fact contained in the Supplier’s tender submission plant or equipment supplied as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputeServices.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Appears in 1 contract
SUPPLIER’S WARRANTIES. 16.1
(a) The Supplier representswarrants to SGCL that it has the right to sell and transfer unencumbered title to the Goods to SGCL and that the Goods:
(i) will be new (except as otherwise provided in the Specification), free from defects and of merchantable quality when Delivered to SGCL;
(ii) will be fit for the purpose stated in the Specification, or if no purpose is stated, the purpose for which the Goods would ordinarily be used;
(iii) will conform to the description, model number and the sample (if any) provided by the Supplier or, if no sample or description has been provided, to the highest industry quality standards for their manufacture;
(iv) complies with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not, and SGCL’s use of the Goods will not, infringe any intellectual property rights conferred under statute, common law or equity in any country.
(b) The Supplier warrants and undertakes undertakes, as relevant, to SGCL that the Services:
(i) will comply in every aspect with the description in the Specification, or if there is no description, with the highest industry quality standards for performance;
(ii) will be performed with all due care and skill;
(iii) will be free from defects in materials, design and workmanship;
(iv) complies with all applicable laws and industry standards and all applicable Legislative Requirements; and
(v) do not infringe any intellectual property rights conferred under statute, common law or equity in any country. The Supplier acknowledges that SGCL has relied upon such warranties in entering into the Agreement.
(c) The Supplier further warrants that it has not been convicted of any offence involving slavery and human trafficking nor has it been subject to any investigation or proceedings by any Government Agency in connection with slavery and human trafficking.
(d) The Supplier must provide or procure for the Goods and/or Services, any associated trade warranties. Where the Specification provides, the Supplier must obtain for SGCL the benefit of any manufacturer’s warranty in respect of the Goods.
(e) The Vienna Convention on the Sale of Goods are expressly excluded from the Purchase Order and do not apply to the Authority that:
16.1.1 the Supplier has the full right, power and authority to enter into and perform this Agreement and to grant all supply of the Authority Rights Goods or Services or to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all informationany materials, representations, warranties and other matters of fact contained in the Supplier’s tender submission plant or equipment supplied as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputeServices.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Appears in 1 contract
SUPPLIER’S WARRANTIES. 16.1 The Supplier represents, warrants and undertakes to the Authority represents that:
16.1.1 the Supplier 12.1 in relation to Deliverables that are Products:
12.1.1 it has the full right, power right to transfer clear title in each Product to Customers and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreementeach Product will on Delivery be free from any charge or encumbrance;
16.1.2 all information, representations, warranties and other matters of fact contained 12.1.2 each Product purchased by a Customer under a Customer Agreement:
(a) will during the Warranty Period operate in accordance with the Supplier’s tender submission as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms requirements of this Agreement and such tender submission the terms of this Agreement shall prevailrelativeCustomer Agreement;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable (b) will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in during the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will Warranty Period be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liensDefect or omission in design, claims and encumbrancesperformance, workmanship andmaterials;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation (c) will be new and dubbing licences will not have been obtained and licence fees have been paidpreviously installed other than for the purpose of testing by or on behalf of the Customer;
(d) does not infringe any third party’s Intellectual PropertyRights; and
16.1.7.2 (e) the performing rights in such compositions shall throughout performance of the Term Product must not deteriorate during the Warranty Period (other than what would be controlled (ireasonably expected from normal usage and the passage of time) by from the Performing Right Society or its affiliated bodies; or (ii) by level of performance available at the time it is installed.
12.1.3 The Supplier’s Warranty Obligations do not apply where theSupplier can prove that the negligence of the Customer hascaused a Defect to the Product. In that case the Supplier maycharge for the cost of parts and labour necessary to repair theProduct and the Supplier; or (iii) ’s Warranty Obligations must then bereinstated.
12.2 in relation to Deliverables that are in Services:
12.2.1 it will perform the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this AgreementServices using appropriately qualified Supplier Personnel;
16.1.8 no claim or litigation is pending or threatened in respect of 12.2.2 it will perform the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced Services in accordance with all Laws (including with respect to health and safety)the Service Levels;
16.1.10 12.2.3 it has access to all the Deliverables will be free from all Viruses;
16.1.11 necessary facilities and equipment toperform the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the SupplierServices; and
16.1.15 12.2.4 it has and will utilise the Supplier will not at any time do or say anything which is or may be considered necessary skills, experience and expertise to perform the Services.
12.3 in relation to the supply of Deliverables by resale:
12.3.1 it has the right to resell the Deliverables sourced from third party suppliers; and
12.3.2 if requested by the Authority (acting reasonably) Customer, must produce evidence of its right to be detrimental or prejudicial to or to affect adversely resell the nameDeliverables, imageincluding without limitation, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputeevidence ofgood title.
16.2 12.4 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if Supplier must comply with any Deliverables are delivered relevant procedures applicable to the Authority after provision of Services (where Services form part or whole of theDeliverables) set out in the scheduled Delivery Date and Customer’s procedures manuals or asotherwise required by the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority RightsCustomer.
Appears in 1 contract
Samples: Panel Agreement
SUPPLIER’S WARRANTIES. 16.1 The Supplier represents, hereby warrants and undertakes to the Authority that:that –
16.1.1 a) the Supplier has the full rightright to provide the Goods and/or Services to Fantech;.
b) the Goods –
(I) (except as otherwise provided in the Specification) are new when delivered to Fantech;
(II) are fit for the purpose stated in the Specification or elsewhere in the Contract, power and authority to enter into and perform this Agreement and to grant all of or if no purpose is stated, the Authority Rights purpose for which the Goods would ordinarily be used;
(III) conform to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all informationdescription, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects model number and the Supplier agrees to be bound by the obligations and statements made in such tender submission as sample (if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevail;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made any) provided by the Supplier;
16.1.6 (IV) conform with the Supplier will have, by requirements of the Specification and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights are free from defects (including any rights defects in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Supplier; or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim or litigation is pending or threatened in respect of the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safetyinstallation);
16.1.10 the Deliverables will be free from all Viruses(V) are of good merchantable quality and conform to any legally applicable standards;
16.1.11 (VI) Where the Deliverables will not contain anything which is Contract so provides, have been manufactured, constructed or assembled in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender place disclosed by the Supplier as the place of any control manufacture, construction or assembly of the DeliverablesGoods;
16.1.13 c) all information, records and data provided Services supplied shall conform to the Authority requirements of the Specification and shall be provided with respect to the Deliverables all due skill, care and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration diligence expected of the Supplier ;
d) all representations made by the Supplier in or in connection with the making Supplier’s Tender were and remain accurate;
e) if any part of the Goods supplied or Services performed are found to be defective and not in compliance with this Contract, within the duration of this Contract including any composition defect liability period and the Supplier on the request of Fantech fails to remedy any such defect or arrangement with any creditors default to the satisfaction of Fantech, such defect or default may be remedied by Fantech at the cost of the Supplier; and
16.1.15 f) the Supplier will not at Goods and/or Services are free from any time do mortgage, lien or say anything which is encumbrance what so ever whereby Fantech could or may might be considered by the Authority (acting reasonably) liable to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business dispossessed of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputesame.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Appears in 1 contract
Samples: Supply Agreement
SUPPLIER’S WARRANTIES. 16.1 (a) The Supplier represents, warrants and undertakes to the Authority that:
16.1.1 (i) the Supplier has Goods supplied and/or Services performed will match the full right, power and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 all information, representations, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process description (if any) referred to in the recitals to this Agreement are true, complete and accurate in all respects and the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevailOrder;
16.1.3 save in respect of any Third Party Content, no Deliverable has and no Deliverable will have been broadcast, released or otherwise exploited in any Broadcast Media anywhere in the world prior to the relevant Delivery Date;
16.1.4 there is no contract or arrangement to which the Supplier is a party and the Supplier will not enter into any contract or arrangement and there is and will be no other encumbrance or restriction which could in any way interfere with or inhibit the full exercise or exploitation of any and all of the Authority Rights by the Authority;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by the Performing Right Society or its affiliated bodies; or (ii) by the Goods supplied and/or Services performed will be of the highest standard and in accordance with Perseus’s specifications (where those specifications are made known to the Supplier; ) or in the absence of such specifications, in accordance with any applicable standards or regulations;
(iii) are in if the public domainSupplier gave Xxxxxxx a sample of the Goods or a demonstration of the Services, in all cases to the extent required Goods and/or Services will be of the same nature and quality as the sample or demonstration given;
(iv) the Goods supplied and/or Services performed will be fit for the purposes purpose for which Goods of the Authority's full exercise same kind are commonly supplied or bought; and/or for the purpose for which the Services of its rights as contemplated by this Agreementthe same kind are commonly performed; and/or any other purpose Perseus specifies;
16.1.8 no claim or litigation is pending or threatened (v) it will obtain at its cost all usual trade warranties and any warranties specifically requested by Xxxxxxx in respect of the Deliverables or Goods and/or Services and will assign the benefit of any such warranties to Perseus including any warranties obtained from the Authority RightsSupplier’s subcontractors and/or suppliers;
16.1.9 the Deliverables (vi) any Goods supplied will be produced in accordance with all Laws (including with respect to health of merchantable quality and safety)free from any security interest or other encumbrance;
16.1.10 (vii) in relation to the Deliverables provision of any Services:
(A) the Supplier and its Associates will be free from all Virusesexercise the standards of diligence, skill and care normally exercised by a similarly qualified and competent person in the performance of comparable work;
16.1.11 (B) any equipment used on the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender Site by the Supplier will be in safe working condition, comply with all legislation which is applicable to such equipment and be operated and maintained by suitably qualified and competent personnel, to the satisfaction of any control of the DeliverablesXxxxxxx;
16.1.13 all information(C) if the Services are Defective or otherwise do not comply with this clause 3, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to must, if requested by Xxxxxxx, re-perform the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of Services at the Supplier’s cost and Perseus may terminate the Agreement at no cost to Perseus; and
16.1.15 (D) any Services provided must be undertaken by persons who are appropriately licensed, qualified and/or trained to provide those Services; and
(viii) it will comply with the Supplier will not at requirements under any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business applicable law in respect of the Authority or otherwise to bring the Authority or any member manufacturing, handling, storage and transport of the Authority Group into disrepute.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to Goods and/or the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days performance of the date of actual delivery) Services including having obtained and on every occasion when maintained all required licences, permits or approvals and complying with the Authority exercises its Authority Rightsconditions thereof.
Appears in 1 contract
Samples: Supply Agreement
SUPPLIER’S WARRANTIES. 16.1 9.1. The Supplier represents, warrants and undertakes guarantees to the Authority Xxxxxx that:
16.1.1 a) the Supplier has Goods and Services conform with the full right, power and authority to enter into and perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same as contemplated in this Agreement;
16.1.2 b) all informationGoods are free from defects in design, representationsmaterial and workmanship, of merchantable quality, of good material and workmanship, fit for the particular purpose specified by Xxxxxx and generally fit for purpose and comply with any samples or Specification(s) given by Xxxxxx or provided by the Supplier and agreed to by Xxxxxx and with any express guarantees, warranties and other matters of fact contained in the Supplier’s tender submission as part of the competitive tender process referred to in the recitals to this Agreement are true, complete and accurate in all respects and undertakings given by the Supplier agrees to be bound by and meet the obligations and statements made in such tender submission as if the same were quality requirements set out in this Agreement, save where there is any inconsistency between the terms of this Agreement and such tender submission the terms of this Agreement shall prevaila Purchase Order;
16.1.3 save c) all Services provided are performed by persons with the requisite skill and experience, with due care and diligence and in respect of any Third Party Content, no Deliverable has accordance with best industry practice and no Deliverable will are fit for the purpose for which they have been broadcastsupplied and comply with any express guarantees, released or otherwise exploited warranties and undertakings given by the Supplier and meet the performance requirements set out in any Broadcast Media anywhere in the world prior to the relevant Delivery Datea Purchase Order;
16.1.4 there is no contract d) any third party materials or arrangement data provided to which Xxxxxx by the Supplier is a party and do not infringe any intellectual property rights of third parties;
e) the Supplier will not enter into cover any contract or arrangement costs and there is and will be no other encumbrance or restriction which could expenses of Xxxxxx resulting from a failure to meet the performance requirements and/or Specification(s) set out in any way interfere with or inhibit a Purchase Order;
f) Xxxxxx shall have the full exercise or exploitation benefit of any and all of manufacturer’s warranties that may be applicable to the Authority Rights by the AuthorityGoods or Services or any part thereof;
16.1.5 g) the Supplier has paid Goods and shall promptly pay Services will comply with all sums due to any person who is or may be entitled to any payment laws in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained force in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paidjurisdiction in which they are supplied; and
16.1.7.2 the performing rights in such compositions h) it shall throughout the Term be controlled (i) by the Performing Right Society not do or its affiliated bodies; omit to do anything, or (ii) by the Supplier; use any materials, substances or (iii) are in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by this Agreement;
16.1.8 no claim processes which breach or litigation is pending would or threatened in respect of the Deliverables could breach any duty or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to health and safety);
16.1.10 the Deliverables will be free from all Viruses;
16.1.11 the Deliverables will not contain anything which is in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights of any person, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality or any other civil or common law or statutory right whatsoever or breaches any contract or is in contempt of court;
16.1.12 the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration obligation of the Supplier or Xxxxxx under the making Resource Management Xxx 0000, and any other environmental legislation relevant to the supply of the Goods andServices
9.2. The Supplier provides a warranty for the Goods and Services against any defects in its manufacture or supply for a period of 12 months or such other longer period as may be defined by the requirements of any composition local authority or arrangement with any creditors of other governing or regulatory body, or as agreed between Xxxxxx and the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disrepute.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of from the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.Delivery of the
Appears in 1 contract
Samples: Supply Agreement
SUPPLIER’S WARRANTIES. 16.1 11.1 The Supplier representshereby warrants, warrants represents and undertakes to the Authority HSBC that:
16.1.1 (a) it has and will have for the Supplier has the term of this Agreement full right, power authority and authority all necessary rights (1) to enter into this Agreement, and (2) to perform this Agreement and to grant all of the Authority Rights to the Authority and for the Authority to use and exploit the same relevant obligations as contemplated set out in this Agreement;
16.1.2 (b) subject to being prevented or prohibited by the provisions of any applicable law or regulation, it will give prompt written notice to HSBC of any change of Controlling Interest of the Supplier;
(c) the Charges have been and will be calculated in a manner that gives full credit for all informationdiscounts agreed with, representationsor available to, warranties HSBC and any other matters HSBC Group Member;
(d) it will ensure the Services are provided in accordance with this Agreement to the reasonable satisfaction of fact contained HSBC and/or the other relevant HSBC Group Member; HSBC Holdings plc/GP Strategies Managed Services Limited Global Outsourcing Services Agreement
(e) it will ensure that, where HSBC or any other HSBC Group Member is reliant on the expertise of the Supplier or any Supplier Affiliate in providing professional advice (including recommendations as to how the Services are delivered), it will give such advice in an impartial, informed and independent manner and in the Supplier’s tender submission as part best interests of HSBC and/or the competitive tender process referred to in relevant HSBC Group Member;
(f) it will ensure that the recitals to this Agreement are true, complete Services and accurate in all respects and Deliverables comply with the Supplier agrees to be bound by the obligations and statements made in such tender submission as if the same were set out in this Agreement, save where there is any inconsistency between the terms provisions of this Agreement and such tender submission are of satisfactory quality and reasonably fit for the terms of this Agreement shall prevailpurpose for which they are supplied, further the Supplier will ensure that the Services are performed with due diligence, reasonable skill and care and in accordance with Best Industry Standards at all times;
16.1.3 save in respect (g) it will comply (and will procure that all Supplier Personnel, and Sub-Contractors will comply) with all applicable Laws which may from time to time be applicable to the provision of the Services;
(h) it will promptly notify HSBC of any Third Party Contentchanges that are required to any of the Services as a result of any alteration, no Deliverable has and no Deliverable will have been broadcastafter the Signature Date, released or otherwise exploited in any Broadcast Media anywhere applicable Law and will implement such required changes (at no charge to HSBC) at least thirty (30) days before the due date for the implementation of such legal or regulatory changes, provided that where the implementation of such changes results in a reduction in the world prior scope, or the benefit to HSBC or any other HSBC Group Member, of the Services, HSBC may propose an amendment to the relevant Delivery Date;
16.1.4 there is no contract or arrangement Charges to which the Supplier is a party reflect such reduction and the Supplier will not enter into any contract unreasonably withhold or arrangement and there is and will delay its agreement to such amendment, which reduction in price may be no other encumbrance or restriction which could in any way interfere with or inhibit recorded through the full exercise or exploitation of any and all of the Authority Rights by the AuthorityChange Procedure;
16.1.5 the Supplier has paid and shall promptly pay all sums due to any person who is or may be entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Deliverables or on the exercise by the Authority of any of the Authority Rights or in respect of any tax, duty, levy, national insurance or any similar payment in connection with the Deliverables required to be made by the Supplier;
16.1.6 the Supplier will have, by and as at the relevant Delivery Date, obtained all necessary consents, grants, clearances and rights (including any rights in musical compositions contained within the Deliverables (if any) which are controlled by the Performing Right Society or its affiliated bodies) to enable it to produce and deliver the Deliverables and to grant to and enable the Authority to exercise the Authority Rights free from any liens, claims and encumbrances;
16.1.7 to the extent any musical compositions are contained in the Deliverables:
16.1.7.1 all recording synchronisation and dubbing licences have been obtained and licence fees have been paid; and
16.1.7.2 the performing rights in such compositions shall throughout the Term be controlled (i) by it will procure for HSBC and the Performing Right Society or its affiliated bodies; or other HSBC Group Members (iiunless otherwise agreed between the Supplier and HSBC in writing) by all rights, licences, consents and permits that HSBC and/or any other HSBC Group Member may require in order to use and enjoy the Supplier; or (iii) are Services in the public domain, in all cases to the extent required for the purposes of the Authority's full exercise of its rights as contemplated by accordance with this Agreement;
16.1.8 no claim (j) it will ensure that all Supplier Personnel and Sub-Contractors:
(i) will, when present at HSBC or litigation is pending an HSBC Group Member site or threatened in respect allowed the use of any HSBC or HSBC Group Member systems, including any HSBC Assets, HSBC Systems and HSBC Premises, comply with the Deliverables or any the Authority Rights;
16.1.9 the Deliverables will be produced in accordance with all Laws (including with respect to applicable site security, health and safety, system usage and other policies and procedures in force from time to time, including any HSBC Policies and Procedures and HSBC Site Regulations; and
(ii) will not load or use on any HSBC or other HSBC Group Member’s computer equipment or systems, including any HSBC System, any Software, data or other materials, other than those provided or approved by HSBC Contracting Party, HSBC or the other relevant HSBC Group Member;
(k) it will ensure that the Supplier Personnel will at all times behave in a courteous, professional and appropriate manner and that no Supplier Personnel will act or make any statement or otherwise behave in any manner that is reasonably likely to result in any prejudice to HSBC or any other HSBC Group Member (including to its reputation);
16.1.10 (l) it will promptly notify HSBC if the Deliverables will be free from all VirusesSupplier is in breach of any of its banking covenants or suffers a deterioration in its credit rating with Xxxx and Bradstreet so as to fall below a score of 5A2;
16.1.11 (m) it will ensure that the Deliverables Supplier Personnel have appropriate experience, qualifications and expertise; and
(n) it will not contain anything which is procure that in contravention of the Codes and Guidelines or any Laws or which is obscene, blasphemous, seditious, racially inflammatory, defamatory or which infringes the rights context of any personAgreement that the Supplier Contracting Party shall make and comply with the warranties, including rights of copyright or trade marks or service marks, privacy, publicity or confidentiality representations and undertakings set out in this clause 11.1. HSBC Holdings plc/GP Strategies Managed Services Limited Global Outsourcing Services Agreement
11.2 Without prejudice to the foregoing or any other civil rights or common law remedies of HSBC, the HSBC Contracting Party or statutory right whatsoever or breaches the HSBC Group Members, in the event of breach of any contract or is in contempt of court;
16.1.12 warranty the Supplier has not entered and will not enter into any co-production, co-financing, pre-sale or other arrangement or agreement which involves each Supplier Contracting Party undertakes promptly to remedy the surrender by the Supplier of any control of the Deliverables;
16.1.13 all information, records and data provided to the Authority and with respect to the Deliverables and the production process will be accurate in all respects, full and up to date;
16.1.14 the Supplier is not insolvent nor unable to pay its debts as they fall due and no steps have been taken with a view to the winding-up or administration of the Supplier or the making of any composition or arrangement with any creditors of the Supplier; and
16.1.15 the Supplier will not at any time do or say anything which is or may be considered by the Authority (acting reasonably) to be detrimental or prejudicial to or to affect adversely the name, image, reputation or business of the Authority or otherwise to bring the Authority or any member of the Authority Group into disreputebreach without charge.
16.2 The Supplier's warranties shall be deemed repeated on each Delivery Date (or, if any Deliverables are delivered to the Authority after the scheduled Delivery Date and the Authority has not exercised any right under this Agreement to treat such delay as an Event of Default under clause 27.1, within ten Working Days of the date of actual delivery) and on every occasion when the Authority exercises its Authority Rights.
Appears in 1 contract
Samples: Global Outsourcing Services Agreement (Gp Strategies Corp)
