Supply of Deliverables Sample Clauses

Supply of Deliverables. 4.1. The Supplier shall: 4.1.1. provide the Services to the Customer in all material respects in accordance with the terms of the Contract;‌ 4.1.2. use all reasonable efforts to meet any performance dates for the delivery and/or supply of the Services; 4.1.3. provide the Services in accordance with Good Industry Practice and Applicable Laws; 4.1.4. use personnel who are suitably skilled and experienced to satisfy the Contract; and‌ 4.1.5. have and maintain all necessary licences, consents and permissions in order to provide the Services. 4.2. The Supplier shall not be liable for any delay in or failure of performance under the Contract caused by:‌ 4.2.1. the Customer’s failure or delay to provide any information and/or resources required by the Supplier in order to provide the Services; 4.2.2. the Customer’s failure to comply with the reasonable instructions of the Supplier relating to receipt of the Services; or 4.2.3. the Customer’s failure to comply with obligations specified in the Contract.‌ 4.3. The Customer acknowledges and agrees that, unless otherwise specified within an Order, AI or machine learning technologies (together, “AI”) may autonomously analyse and make decisions based on data and algorithms without human intervention in connection with the provision of the Services and that that the use of AI may result in the Services not being entirely accurate or error free and as such the Supplier makes no warranty, representation, guarantee or undertaking relating to the accuracy or completeness, or reliability of the Services. 4.4. The Customer acknowledges and agrees that the Services are provided “as is” and the effectiveness or outcomes of the Services are subject to various factors beyond the Supplier’s reasonable control, including but not limited to, the Customer’s commitment, participation, or engagement.
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Supply of Deliverables. 4.1. HESA Services will supply the Deliverables to the Client on or as soon as may be practicable after the dates specified in condition 15 of the Specific Conditions. HESA Services will not be liable for any delay in the supply of the Deliverables, however caused. 4.2. HESA Services shall supply all Deliverables to the Client in the format and to the specification set out in the Specific Conditions, provided that HESA Services shall be entitled at its absolute discretion to alter the specification and/or to provide data in HESA Services' standard format if such alterations are deemed necessary as a result of the Quality Assurance Process. 4.3. HESA Services shall notify the Client as soon as is reasonably practical of any decision taken within clause 4.2 to alter the specification or format of any Deliverables as a result of the Quality Assurance Process. 4.4. The Client acknowledges that the content of HESA Data is determined by the third parties submitting data to HESA. The Client further acknowledges and agrees that the HESA Data to be supplied under this Agreement shall be the data held by HESA for the fields specified in condition 12 of the Specific Conditions at the date of signature of this Agreement. Where a Fixed Database relating to any of the data fields specified in condition 12 of the Specific Conditions is opened either before or after the date of signature of this Agreement: 4.4.1. the reference in this clause to "data held by XXXX at the date of signature of this Agreement" may not include any data which has been submitted to a Fixed Database collection by that date; and 4.4.2. the Client shall not be entitled under this Agreement subsequently to receive any amended version of HESA Data which is generated through the Fixed Database process. 4.5. It is the responsibility of the Client to satisfy itself that the Deliverables are fully specified within the Specific Conditions and shall be appropriate and sufficient to meet its requirements. No refund or other remedy shall be due to the Client in the event that any aspect of the Deliverables are not in accordance with the Client's expectations or needs or in the event that the Client does not use any of the data, materials or services comprised in the Deliverables, provided that the Deliverables have been provided as described in the Specific Conditions. 4.6. Where the Permitted Purposes include High Profile Use or where HESA Services in its absolute discretion otherwise determines that it is ...
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Supply of Deliverables. 3.1 You shall supply the Deliverables specified in each Order to us in accordance with the timings set out in the Order or as otherwise agreed in writing. If you cannot deliver on time, then you must promptly notify us of the earliest possible substitute date for delivery. Regardless of such notice, and unless we expressly agree to the substitute delivery date in writing, your failure to supply the Deliverables on time shall entitle us to terminate the Agreement with immediate effect, in whole or in part, in accordance with clause 9.1 and you shall promptly repay us any monies that we have paid to you for Deliverables not received or returned to you (at your cost) due to your failure to deliver the Deliverables on time. You must supply Deliverables at or to the locations specified in the Order and if you do not then you will bear any additional expense in handling and delivering to the correct destination.‌ 3.2 All international deliveries shall be governed by the Incoterms 2020 DDP, in the following format “DDP, (address of delivery location), 2020 Incoterms”, which shall take precedence over these Terms and Conditions to the extent of any conflict.‌‌ 3.3 You shall not make any use of artificial intelligence (including generative artificial intelligence) (“AI”) in your performance of the Deliverables or incorporate any AI into any part of the Deliverables without our express prior written approval (including in circumstances where the request for you to make use of AI was initiated by us). If required by Sky, we shall be entitled to consider the use cases being contemplated by you and to carry out a risk assessment as regards to your proposed use of any AI. You shall act in cooperation with Sky and comply with our reasonable requests for information in this regard, including any detail as to the extent of your insurance cover and terms as regards the proposed use by you of any AI. 3.4 If we approve your use of AI in accordance with clause 3.3 above, you warrant and undertake that you shall comply with: (a) any additional terms that may be required by us in connection with the use of any such AI, including relating to the apportionment of liability prior to the provision of the Deliverables which is to comprise (in whole or in part) of AI output, (b) any Laws and/or professional conduct standards, and (c) any third party terms and conditions or rights. Your provision of the Deliverables, and the Deliverables themselves, will be at the same or higher standa...
Sample 1
Supply of Deliverables. (a) Deliverables shall be supplied as set forth in Article 4. (b) Until Acceptance of the First Market Deliverables has been achieved, TELIGENT will agree to limit its purchases of Deliverables other than those related to the First Market to [redacted] or such other amount to which the Parties may mutually agree.
Sample 1
Supply of Deliverables. (a) Xxxxxx Fire gives no representations for the supply of a minimum volume of Deliverables. (b) The Supplier must supply the Deliverables:‌ (i) With due care, skill and diligence reasonably expected of a competent provider of similar Deliverables. (ii) In compliance with best industry practice and the reasonable directions of Xxxxxx Fire; and (iii) In accordance with any manufacturer’s guidelines and specifications.
Sample 1
Supply of Deliverables. 10.1. The Company shall deliver the Deliverables as per the Scope of Works or Fee Proposal provided to and agreed to by the Client. 10.2. All Management Plans (excluding Digital TV) have a three-month minimum commitment period. 10.3. Unless otherwise agreed in writing, the Company does not provide copies of Assets, incomplete works and/or other internal working files to the Client. 10.4. if the Client requests copies of Assets, incomplete works or other internal working files, the Client agrees to pay the Company Additional Costs to collate, package and give such Documents. 10.5. Any time or date quoted by the Company for the delivery of the Deliverables is an estimate only. The Company shall not be liable for any loss or damage, including any consequential loss or damage, resulting either directly or indirectly from the delay in delivery or failure to deliver the Deliverables, either in whole or part. 10.6. The Company’s obligations to deliver a Deliverable shall be discharged on the giving or making available of the Deliverable at the Client’s nominated delivery destination. 10.7. The Company reserves the right to deliver or make available the Deliverables by portion and each portion shall not entitle the Client to repudiate these Terms and Conditions. 10.8. The Client shall not be relieved of any obligation to accept or pay for Deliverables by reason of any delay in delivery or making available. 10.9. The Client is responsible to ensure that they advise the Company of the correct information relating to all delivery access and relevant information (“Delivery Information”) prior to the date of delivery. 10.10. If the Client provides the Company with incorrect Delivery Information, the Client will be liable for Additional Costs.
Sample 1
Supply of Deliverables. 2.1 TBio has agreed to supply Sanofi Pasteur with Non-clinical Supply as required by and pursuant to the Collaboration and License Agreement. The payment terms of such supply arrangements are set out in Article 5 and Schedule A attached hereto. The Specifications for Non-clinical Supply furnished under this Section 2.1 are set out in the Quality Agreement in Schedule B attached hereto. 2.2 TBio has agreed to supply Sanofi Pasteur with Clinical Supply as required by and pursuant to the Collaboration and License Agreement. Such Deliverables shall consist of vialed materials. The payment terms of such supply arrangements are set out in Schedule A attached hereto. The Specifications for Deliverables furnished under this Section 2.2 are set out in the Quality Agreement in Schedule C attached hereto. 2.3 TBio hereby agrees to supply Sanofi Pasteur with Research Materials as set forth in Schedule E hereto; provided, however, that such supply shall only include research grade proprietary, purified and characterized mRNA and stable mRNA-LNP formulations for performing optimization and formulation studies, in an amount not to exceed [**] of total Research Materials in a calendar year unless mutually agreed in writing by the Parties. The payment arrangements of such supply shall be consistent with the treatment of Collaboration funding (see Collaboration and License Agreement Section 7.1), however, Research Materials need not be included in the Collaboration Budget. 2.4 TBio hereby agrees to supply Sanofi Pasteur with Tech Transfer Materials in accordance with the Technology and Process Transfer Plan, as part of which plan TBio agrees to make available those materials set forth in XX0, XX0, XX0, XX0, XX0, XX0, and proprietary raw material for process optimization consistent with the Technology and Process Transfer Plan, as well as any additional Tech Transfer Materials as mutually agreed by the Parties. This shall include supply of Tech Transfer Materials for support training for lab scale (up to [**]), [**]-scale drug substance and [**]-scale drug product in accordance with the Tech Transfer Plan. The payment arrangements of such supply shall be consistent with the Technology and Process Transfer Plan. 2.5 The Parties agree that if Sanofi Pasteur requests TBio to perform additional activities or supply Deliverables for further uses not set out expressly herein, Sanofi Pasteur shall generate a draft Work Order, the Parties shall mutually discuss such draft Work Order...
Sample 1
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Related to Supply of Deliverables

  • Acceptance of Deliverables The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit E). The State’s Project Manager will apply the standards established in Exhibit D and the acceptance criteria set forth in subparagraph B of this article, as appropriate, to determine the acceptability of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the Criteria.

  • Contract Deliverables The Contractor shall provide information technology staff augmentation services, including comprehensive management of staff, as set forth in this Contract. The term “staff” refers to the temporary staff provided by the Contractor to render information technology services identified by Customers, but that staff shall not be deemed an employee of the State or deemed to be entitled to any benefits associated with such employment. Contracts resulting from this solicitation should not be structured as fixed-price agreements or used for any services requiring authorization for payment of milestone tasks. Contractor shall only provide information technology staff augmentation services for those Job Titles awarded to the Contractor and shall be paid on an hourly basis. The Department’s intent is for Contractor’s information technology staff to provide services closely related to those described in the Job Family Descriptions document. Detailed scopes of work, specific requirements of the work to be performed, and any requirements of staff shall be provided by the Customer in a Request for Quote. The Contractor shall possess the professional and technical staff necessary to allocate, outsource, and manage qualified information technology staff to perform the services requested by the Customer. The Contractor shall provide Customers with staff who must have sufficient skill and experience to perform the services assigned to them. All of the information technology staff augmentation services to be furnished by the Contractor under the Contract shall meet the professional standards and quality that prevails among information technology professionals in the same discipline and of similar knowledge and skill engaged in related work throughout Florida under the same or similar circumstances. The Contractor shall provide, at its own expense, training necessary for keeping Contractor’s staff abreast of industry advances and for maintaining proficiency in equipment and systems that are available on the commercial market. The Contractor shall be responsible for the administration and maintenance of all employment and payroll records, payroll processing, remittance of payroll and taxes, and all administrative tasks required by state and federal law associated with payment of staff. The Contractor shall, at its own expense, be responsible for adhering to the Contract background screening requirements, testing, evaluations, advertising, recruitment, and disciplinary actions of Contractor’s information technology staff. The Contractor shall maintain during the term of the Contract all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the information technology staff augmentation services.

  • Deliverables Upon satisfactory completion of the work authorization, the Engineer shall submit the deliverables as specified in the executed work authorization to the State for review and acceptance.

  • SERVICES & DELIVERABLES Seller agrees to perform the services ("Services") and/or provide the goods ("Goods", which term shall include goods provided as part of any Services), described in any PO, in accordance with the applicable PO and with this Agreement. Acceptance of a PO and this Agreement shall occur (i) within five (5) days of receipt by the Seller; or, (ii) upon shipment of Goods; or, (iii) upon commencement of a Service, (whichever is the earlier). Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable PO, whether Seller acknowledges or otherwise signs this Agreement or the PO, unless Seller objects to such terms in writing within five (5) days of receiving the Agreement and/or the PO, prior to shipping Goods or prior to commencing Services. This writing does not constitute a firm offer and may be revoked at any time prior to acceptance. This Agreement may not be added to, modified, superseded, or otherwise altered, except by a writing signed by an authorized Apple representative and specifically stated to be an amendment of this Agreement. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Seller which are inconsistent with the terms and conditions of this Agreement, are hereby rejected. To the extent that this Agreement might be treated as an acceptance of Seller's prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of the Goods or beginning performance of any Services by Seller shall constitute such acceptance. Apple hereby reserves the right to reschedule any delivery or cancel any PO issued at any time prior to shipment of the Goods or prior to commencement of any Services. Apple shall not be subject to any charges or other fees as a result of such cancellation.

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