SUPPLY OF GOODS AND SERVICES. 2.1 In consideration of the Charges, the Supplier shall provide the Goods and/or Services specified in each Order to the Company in accordance with the provisions of this Agreement. 2.2 The Company reserves the right to refuse payment for any Services or Goods not ordered on an Order. 2.3 The Supplier shall provide Goods which are without fault and which are of the same quantity, quality and description as specified in the Order and/or in any applicable Specification supplied by the Company to the Supplier. 2.4 The Supplier shall provide the Goods and/or the Services: 2.4.1 with that degree of diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a type of undertaking similar to that of the Supplier; 2.4.2 in such a manner as to minimise disruption to the business of the Company; and 2.4.3 as regards the Services only, in accordance with any Service Levels. 2.5 The Supplier shall comply with all Regulations in its provision of the Goods and/or Services. 2.6 The Company shall have the right to inspect and test the Goods at all times and the Supplier shall not unreasonably refuse any request by the Company to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testing. 2.7 If as the result of such inspection or testing the Company is not satisfied that the Goods will comply in all respects with this Agreement or any Specifications the Supplier shall take all steps necessary to ensure compliance. 2.8 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods until risk in the Goods has passed to the Company in accordance with Condition 4.1 below and any such inspection or testing shall not diminish or otherwise affect the Supplier's obligations under the Agreement. 2.9 The Goods shall be packaged and marked in accordance with the Company's instructions and any applicable Regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition. 2.10 Any Specifications or equipment supplied by the Company to the Supplier, or produced by the Supplier in compliance with its obligations under this Agreement in the provision of the Services shall be the sole and exclusive property of the Company and accordingly shall be assigned to the Company in accordance with Condition 13.1. 2.11 The Company may, during the Agreement period, request that items/services, similar and relevant to this Contract be added to the Agreement. 2.12 In light of Condition 2.11, the Supplier shall be afforded the opportunity to quote for such items, however, the Company reserves the right to source the products from an alternative Supplier should the Company deem the prices quoted by the Supplier to be uncompetitive.
Appears in 2 contracts
Samples: Terms & Conditions of Purchase, Terms & Conditions of Purchase of Goods or Services
SUPPLY OF GOODS AND SERVICES. 2.1 In consideration of the Charges3.1 By entering into this Contract, the Supplier shall is offering to provide the Goods and/or Services specified in this Contract and any Purchase Order made by the Customer during the Term and each such Purchase Order shall be deemed to be an acceptance by the Customer of the Supplier's offer to supply the Goods and/or Services specified in that Purchase Order.
3.2 Unless agreed otherwise in writing by the Customer, this Contract shall apply to, and shall be incorporated in, all Purchase Orders placed by the Customer with the Supplier during the Term, to the Company exclusion of all other terms and conditions (including any conditions stated or referenced in any correspondence or which Supplier purports to apply under any quotation, order acknowledgement, or any other document issued by the Supplier).
3.3 The Purchase Order number must be quoted on all correspondence and all invoices relating to such Purchase Order. No Purchase Order shall be binding unless it is in writing and is signed by an authorised representative on behalf of the Customer.
3.4 Nothing in this Contract shall restrict the Customer from purchasing similar or equivalent Goods and/or Services with any third-party supplier during the Term.
3.5 In supplying the Services, the Supplier shall:
3.5.1 perform the Services with reasonable care and skill;
3.5.2 perform the Services in accordance with the provisions of this Agreement.
2.2 The Company reserves service description set out in the right to refuse payment for any Services or Goods not ordered on an Order.
2.3 The Purchase Order and the Supplier shall provide Goods which are without fault co-operate with the Customer in all matters relating to the Services, and which comply with all reasonable instructions of the Customer;
3.5.3 ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of the same quantity, satisfactory quality and description as specified are fit for purpose;
3.5.4 comply with:
(a) all Applicable Laws, statutes, regulations from time to time in force; and
(b) the Order and/or in Mandatory Policies;
3.5.5 observe all reasonable health and safety rules and regulations and security requirements that apply at any applicable Specification supplied by of the Company Customer’s premises and have been communicated to the Supplier.;
2.4 The 3.5.6 take all reasonable care of all Customer’s Materials in its possession and return them to the Customer on request;
3.5.7 use personnel who are suitably skilled and experienced to perform the tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Contract;
3.5.8 ensure that the Services will conform with all descriptions and specifications set out in this Contract and the Purchase Order, and that any Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier shall by the Customer;
3.5.9 provide all equipment, tools and vehicles and such other items as are required to provide the Goods and/or the Services:
2.4.1 with that degree of diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a type of undertaking similar to that of the Supplier;
2.4.2 in such a manner as to minimise disruption 3.5.10 use the best quality goods available to the business of supplier, materials, standards and techniques, and ensure that all goods and materials supplied and used in the CompanyGoods and/or Services or transferred to the Customer, will be free from defects in workmanship, installation and design; and
2.4.3 as regards the Services only3.5.11 obtain and at all times maintain all necessary licences and consents, in accordance with any Service Levels.
2.5 The Supplier shall and comply with all Regulations in its provision of the Goods and/or ServicesApplicable Laws.
2.6 3.5.12 The Company shall have Customer may, at its sole discretion, request the right to inspect and test removal of any personnel performing the Services or delivering the Goods at all times the Customer site or other Customer facilities. The Supplier must remove such personnel and provide replacement reasonably acceptable to the Supplier shall not unreasonably refuse any request by the Company to inspect Customer, at no additional charges and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testingearliest opportunity.
2.7 If as 3.6 In supplying the result of such inspection or testing the Company is not satisfied that the Goods will comply in all respects with this Agreement or any Specifications the Supplier shall take all steps necessary to ensure compliance.
2.8 Notwithstanding any such inspection or testingGoods, the Supplier shall remain fully responsible deliver the Goods on the date(s) specified in the Purchase Order. The applicable Incoterms for this Contract shall be Delivery Duty Paid (DDP) – Incoterms 2020, International Chamber of Commerce (ICC).Initial Payment will be made at 30% of the total value in advance and then upon 30 days end of month there after for completed works not covered by the initial payment.
3.7 The Customer shall not be obliged to accept quantities of Goods that vary from those specified in the Purchase Order. The Customer shall accept no responsibility for Goods delivered or Services performed in excess of the Purchase Order.
3.8 If Supplier becomes aware of any difficulty in delivering the Goods and/or Services in accordance with the Contract, Supplier shall immediately notify Customer in writing. Such notification shall not alter any delivery schedule set out in the Purchase Order.
3.9 In the event of the Supplier’s failure to deliver the Goods and/or Services in accordance with the Contract, the Customer may if the relevant Goods and/or Services are not delivered the Customer may terminate the whole or part of the Purchase Order for such Goods and/or Services or this Contract (in whole or in part) without liability for any costs incurred by Supplier. The parties confirm that the sums set out in this Clause 3.10 represent a genuine pre-estimate of Customer's loss.
3.10 The Customer shall not be deemed to have accepted any Goods until it has had a reasonable time (six (6) months) to inspect them following delivery or after any latent defect has become apparent the supplier will firstly be given the opportunity to remedy in a timely manner for any breach. For the avoidance of doubt no inspection or testing by the Customer whether before or after delivery of the Goods nor the signing of any delivery note or other document acknowledging physical receipt of any Goods shall be deemed to constitute or evidence acceptance or approval of the Goods for the purposes of the Sale of Goods Act 1979 (as amended) nor be deemed a waiver of the Customer's rights either to cancel or return all or any part thereof where the Goods are found to be defective or not in accordance with Contract and/or Purchase Order.
3.11 The Goods shall be at the risk of the Supplier until they are delivered in accordance with the Contract when, without prejudice to any right of rejection which the Customer may have under the Contract or by law, title to and risk in the Goods has passed shall pass to the Company in accordance with Condition 4.1 below and any such inspection or testing shall not diminish or otherwise affect Customer, provided that if the Supplier's obligations under Customer pays for the Agreement.
2.9 The Goods prior to delivery, title to the Goods shall be packaged and marked in accordance with the Company's instructions and any applicable Regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition.
2.10 Any Specifications or equipment supplied by the Company pass to the Supplier, or produced by the Supplier in compliance with its obligations under this Agreement in the provision of the Services shall be the sole and exclusive property of the Company and accordingly shall be assigned to the Company in accordance with Condition 13.1Customer when payment is made.
2.11 The Company may, during the Agreement period, request that items/services, similar and relevant to this Contract be added to the Agreement.
2.12 In light of Condition 2.11, the Supplier shall be afforded the opportunity to quote for such items, however, the Company reserves the right to source the products from an alternative Supplier should the Company deem the prices quoted by the Supplier to be uncompetitive.
Appears in 2 contracts
SUPPLY OF GOODS AND SERVICES. 2.1 In consideration of the Charges, the 5.1 The Supplier shall supply the Goods and provide the Goods and/or Services specified in each Order to the Company University for the Term in accordance with the provisions of this Agreementthe Contract.
2.2 5.2 The Company reserves Contract governs the right to refuse payment for any Services or Goods not ordered on an Order.
2.3 The Supplier shall provide Goods which are without fault and which are Supplier's supply of the same quantityGoods and performance of the Services, quality and description as specified in the Order and/or in will prevail over any applicable Specification supplied terms put forward by the Company Supplier, unless a duly authorised signatory of the University expressly agrees to other terms in writing. No conduct by the University or any of its employees, agents or sub- contractors will be deemed to constitute acceptance of any alternative terms put forward by the Supplier.
2.4 The 5.3 Without prejudice to clause 5.1, the Supplier shall shall:
(a) supply the Goods and provide the Goods and/or the Services, or procure that they are supplied and provided:
2.4.1 (i) with that degree of diligence, prudence reasonable skill and foresight which would reasonably care and ordinarily be expected from a skilled and experienced person engaged in a type of undertaking similar to that of accordance with Best Industry Practice;
(ii) in accordance with the Supplier’s Tender;
2.4.2 in such a manner as to minimise disruption to the business of the Company; and
2.4.3 as regards the Services only, (iii) in accordance with any Service Levels.performance dates or timescales set out in the Supplier's Tender or the Purchase Order or which have otherwise been agreed by the Parties in writing;
2.5 (iv) in all respects in accordance with the University's policies as disclosed by the University to the Supplier from time to time; and
(v) in accordance with all Applicable Laws;
(b) use reasonable endeavours in accordance with Best Industry Practice and using commercially available virus detection software to ensure that none of the Services or Goods are contaminated by any computer viruses or any other harmful software code which may cause an interruption to the business processes of or be harmful to the University. The Supplier will notify the University immediately if it suspects that any Goods or Services contains such viruses or code and agrees to make every reasonable effort to ensure that same is removed;
(c) without prejudice to clause 29, promptly tell the University in writing if it become aware that it will, or is likely to, be delayed in performing any of its obligations under the Contract. Such notice shall comply with all Regulations in its provision of include the Goods and/or Services.
2.6 The Company shall have reasons for the right to inspect delay and test the Goods at all times likely duration and the Supplier shall not unreasonably refuse any request by the Company use its reasonable efforts to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior continue to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testing.
2.7 If as the result of such inspection or testing the Company is not satisfied that the Goods will comply in all respects with this Agreement or any Specifications the Supplier shall take all steps necessary to ensure compliance.
2.8 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods until risk in the Goods has passed to the Company in accordance with Condition 4.1 below and any such inspection or testing shall not diminish or otherwise affect the Supplier's perform its obligations under the Agreement.
2.9 The Goods shall be packaged and marked in accordance with Contract to mitigate the Company's instructions and any applicable Regulations or requirements effects of the carrier delay; and
(d) without limiting the general obligation in clause 7.1, ensure that it complies with all relevant export procedures regarding the Goods and properly packed and stored so as to reach their destination in an undamaged condition.
2.10 Any Specifications or equipment supplied by the Company shall provide all necessary documentation relating to the SupplierGoods including any certificates of origin, or produced by the Supplier in compliance with its obligations under this Agreement in the provision of the Services shall be the sole user manuals and exclusive property of the Company and accordingly shall be assigned to the Company in accordance with Condition 13.1warranty documentation.
2.11 The Company may, during the Agreement period, request that items/services, similar and relevant to this Contract be added to the Agreement.
2.12 In light of Condition 2.11, the Supplier shall be afforded the opportunity to quote for such items, however, the Company reserves the right to source the products from an alternative Supplier should the Company deem the prices quoted by the Supplier to be uncompetitive.
Appears in 2 contracts
SUPPLY OF GOODS AND SERVICES. 2.1 In consideration of the Charges, the 5.1 The Supplier shall supply the Goods and provide the Goods and/or Services specified in each Order to the Company University for the Term in accordance with the provisions of this Agreementthe Contract.
2.2 5.2 The Company reserves Contract governs the right to refuse payment for any Services or Goods not ordered on an Order.
2.3 The Supplier shall provide Goods which are without fault and which are Supplier's supply of the same quantityGoods and performance of the Services, quality and description as specified in the Order and/or in will prevail over any applicable Specification supplied terms put forward by the Company Supplier, unless a duly authorised signatory of the University expressly agrees to other terms in writing. No conduct by the University or any of its employees, agents or sub-contractors will be deemed to constitute acceptance of any alternative terms put forward by the Supplier.
2.4 The 5.3 Without prejudice to clause 5.1, the Supplier shall shall:
(a) supply the Goods and provide the Goods and/or the Services, or procure that they are supplied and provided:
2.4.1 (i) with that degree of diligence, prudence reasonable skill and foresight which would reasonably care and ordinarily be expected from a skilled and experienced person engaged in a type of undertaking similar to that of accordance with Best Industry Practice;
(ii) in accordance with the Supplier’s Tender;
2.4.2 in such a manner as to minimise disruption to the business of the Company; and
2.4.3 as regards the Services only, (iii) in accordance with any Service Levels.performance dates or timescales set out in the Supplier's Tender or the Purchase Order or which have otherwise been agreed by the Parties in writing;
2.5 (iv) in all respects in accordance with the University's policies as disclosed by the University to the Supplier from time to time; and
(v) in accordance with all Applicable Laws;
(b) use reasonable endeavours in accordance with Best Industry Practice and using commercially available virus detection software to ensure that none of the Services or Goods are contaminated by any computer viruses or any other harmful software code which may cause an interruption to the business processes of or be harmful to the University. The Supplier will notify the University immediately if it suspects that any Goods or Services contains such viruses or code and agrees to make every reasonable effort to ensure that same is removed;
(c) without prejudice to clause 29, promptly tell the University in writing if it become aware that it will, or is likely to, be delayed in performing any of its obligations under the Contract. Such notice shall comply with all Regulations in its provision of include the Goods and/or Services.
2.6 The Company shall have reasons for the right to inspect delay and test the Goods at all times likely duration and the Supplier shall not unreasonably refuse any request by the Company use its reasonable efforts to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior continue to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testing.
2.7 If as the result of such inspection or testing the Company is not satisfied that the Goods will comply in all respects with this Agreement or any Specifications the Supplier shall take all steps necessary to ensure compliance.
2.8 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods until risk in the Goods has passed to the Company in accordance with Condition 4.1 below and any such inspection or testing shall not diminish or otherwise affect the Supplier's perform its obligations under the Agreement.
2.9 The Goods shall be packaged and marked in accordance with Contract to mitigate the Company's instructions and any applicable Regulations or requirements effects of the carrier delay; and
(d) without limiting the general obligation in clause 7.1, ensure that it complies with all relevant export procedures regarding the Goods and properly packed and stored so as to reach their destination in an undamaged condition.
2.10 Any Specifications or equipment supplied by the Company shall provide all necessary documentation relating to the SupplierGoods including any certificates of origin, or produced by the Supplier in compliance with its obligations under this Agreement in the provision of the Services shall be the sole user manuals and exclusive property of the Company and accordingly shall be assigned to the Company in accordance with Condition 13.1warranty documentation.
2.11 The Company may, during the Agreement period, request that items/services, similar and relevant to this Contract be added to the Agreement.
2.12 In light of Condition 2.11, the Supplier shall be afforded the opportunity to quote for such items, however, the Company reserves the right to source the products from an alternative Supplier should the Company deem the prices quoted by the Supplier to be uncompetitive.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement
SUPPLY OF GOODS AND SERVICES. 2.1 In consideration 2.1. The Vendor’s quotation constitutes an offer by the Vendor to sell the Goods and/or provide the Services to the Buyer, which shall only be deemed accepted upon the Buyer’s issuance of the Charges, Order. Performance by the Supplier Vendor shall provide not entitle the Vendor to claim any payment for the Goods and/or Services where an Order has not been issued by the Buyer.
2.2. The Buyer, its representatives and/or a regulatory body may (but are not obliged to) inspect and test all Goods at the Vendor’s (or its sub-contractor’s) premises at all reasonable times and to reject (at the Vendor’s risk and expense) any Goods that do not or are unlikely to comply with the Agreement. The Vendor must (at the Buyer’s option) repair or replace any rejected Goods with Goods that comply with the Agreement prior to the delivery date specified in the Order. Any inspection, testing, or acceptance given by or on behalf of the Buyer shall not relieve the Vendor from any further obligations regarding the Goods under the Agreement.
2.3. The Vendor shall, at its own risk and expense, ensure that the Goods are properly and carefully stored, packaged and transported to prevent loss, damage, contamination and/or deterioration of the Goods in accordance with the Specification (or best industry practice if no such Specification exists). Upon request, each Order delivery shall be accompanied by a certificate of conformity in a form acceptable to the Company Buyer.
2.4. The required date for the delivery of the Goods, Services and/or any Deliverables shall be specified in the Order. The time for delivery and performance is of the essence.
2.5. The Vendor must accompany each delivery with an advice or delivery note which clearly states the Buyer’s part number, order number, line number, delivery address and a description of the Goods, Services and/or Deliverables.
2.6. Delivery shall only be deemed to have occurred when the Goods and/or Deliverables have been delivered and unloaded in full (except where partial delivery is expressly agreed in writing in advance), correctly documented, and in good and correct packaging at the address stated in the Order. The Buyer reserves the right to refuse to accept delivery in full or in part in case of strikes, lockouts or any other event beyond its reasonable control.
2.7. Title and risk in the Goods and Deliverables shall pass to the Buyer on delivery.
2.8. If the Vendor fails to supply the Goods or Deliverables or to perform the Services by the applicable dates and/or in accordance with the provisions of this Agreementthese Conditions, the Buyer may, at its sole discretion and without limiting or affecting any other right or remedy available to it:
(i) cancel the Order and any related Orders in whole or part with immediate effect by written notice to the Vendor; (ii) refuse to accept any subsequent delivery or performance of Goods, Services and/or Deliverables which the Vendor attempts to make; (iii) receive an immediate full refund from the Vendor of any prepaid amounts under the cancelled Orders; (iv) recover any costs and expenses incurred by the Buyer in obtaining replacement Goods, Deliverables and Services via a third party or otherwise; and (v) claim damages for any additional costs, losses or expenses incurred by the Buyer due to the delay.
2.2 2.9. The Company reserves the right to refuse payment Buyer shall not be liable for any Services additional costs due to the Vendor’s failure to deliver to agreed due dates, or Goods not ordered on an Orderto the correct location, or failure to meet the Specification.
2.3 The Supplier 2.10. Any Goods, Services and/or Deliverables (including any associated technology), manufactured or supplied shall provide Goods which are without fault from the date of delivery: (i) be new and which are unused; (ii) be of the same quantitybest quality, quality material and description as specified workmanship; (iii) be free from defects in design, material, workmanship and installation and, in the Order and/or in case of software, free from any applicable Specification supplied by the Company to the Supplier.
2.4 The Supplier shall provide the Goods and/or the Services:
2.4.1 with that degree of diligencemalware, prudence backdoors and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a type of undertaking similar to that of the Supplier;
2.4.2 in such a manner as to minimise disruption to the business of the Companysecurity vulnerabilities; and
2.4.3 as regards the Services only, in accordance with any Service Levels.
2.5 The Supplier shall comply with all Regulations in its provision of the Goods and/or Services.
2.6 The Company shall have the right to inspect and test the Goods at all times and the Supplier shall not unreasonably refuse any request by the Company to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testing.
2.7 If as the result of such inspection or testing the Company is not satisfied that the Goods will comply (iv) conform in all respects with this Agreement the Specification and the patterns or samples (if any) in the Specification; (v) be fit for any Specifications purpose referred to in the Supplier shall take Agreement, implied by or made known by the Buyer to the Vendor; (vi) comply with all steps necessary to ensure complianceapplicable legal requirements, regulations, guidelines and industry codes of practice; and (vii) not infringe any intellectual property rights of any third-party.
2.8 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods until risk in the Goods has passed to the Company in accordance with Condition 4.1 below and any such inspection or testing shall not diminish or otherwise affect the Supplier's obligations under the Agreement.
2.9 The Goods shall be packaged and marked in accordance with the Company's instructions and any applicable Regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition.
2.10 Any Specifications or equipment 2.11. All Services supplied by the Company Vendor shall: (i) be performed with the highest skill, care and diligence, consistent with the highest standards of the Vendor’s industry; (ii) be performed by a sufficient number of suitably qualified, skilled and experienced personnel; (iii) conform in all respects with the Specification; (iv) be fit for any purpose expressly referred to in the Agreement, or implied by or made known by the Buyer to the SupplierVendor; (v) not infringe any intellectual property rights of any third party; and (vi) comply with all applicable legal requirements, regulations, guidelines and industry codes of practice.
2.12. If the Buyer enables access to or provides the Vendor with any Buyer Items, the Vendor shall: (i) keep them safe and secure and maintain them in a good condition, segregated and clearly marked as Buyer’s property; (ii) satisfy itself that the Buyer Items are adequate for the purpose(s) for which they are being provided, notifying the Buyer of any defects or deficiencies within two (2) days of receipt; (iii) not use Buyer Items for any purpose other than as necessary for the performance of the Agreement, or produced by allow any third party to use or take possession of them; (iv) not have and shall ensure that no Vendor personnel have a lien on Buyer Items for any sum due and take all reasonable steps to ensure the Supplier in compliance with its obligations under this Agreement in the provision title of the Services shall be Buyer and the sole and exclusive property exclusion of the Company and accordingly shall be assigned such lien are brought to the Company in accordance attention of all Vendor personnel dealing with Condition 13.1.
2.11 The Company may, during the Agreement period, request that items/services, similar and relevant to this Contract be added to the Agreement.
2.12 In light of Condition 2.11, the Supplier shall be afforded the opportunity to quote for such items, however, the Company reserves the right to source the products from an alternative Supplier should the Company deem the prices quoted by the Supplier to be uncompetitive.any Buyer Item;
Appears in 1 contract
Samples: Purchase Agreement
SUPPLY OF GOODS AND SERVICES. 2.1 In consideration of the Charges, the Supplier shall provide the Goods and/or and Services specified in each Order to the Company in accordance with the provisions of this Agreement.
2.2 The Company reserves the right to refuse payment for any Services or Goods not ordered on an Order.
2.3 The Supplier shall provide Goods which are without fault and which are of the same quantity, quality and description as specified in the Order and/or in any applicable Specification specification supplied by the Company to the Supplier.
2.4 2.3 The Supplier shall provide the Goods and/or and the Services:
2.4.1 2.3.1 with that degree of diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a type of undertaking similar to that of the Supplier;.
2.4.2 2.3.2 in such a manner as to minimise disruption to the business of the Company; and
2.4.3 2.3.3 as regards the Services only, in accordance with any Service Levels.
2.5 2.3.4 In such a manner for ‘own label’ products that it is not possible for the Supplier to be identified
2.4 The Supplier shall comply with all Regulations in its provision of the Goods and/or and Services.
2.6 2.5 The Company shall have the right to inspect and test the Goods at all times and the Supplier shall not unreasonably refuse any request by the Company to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testing.
2.7 2.6 If as the result of such inspection or testing the Company is not satisfied that the Goods will comply in all respects with this Agreement or any Specifications the Supplier shall take all steps necessary to ensure compliance.
2.8 2.7 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods until risk in the Goods has passed to the Company in accordance with Condition 4.1 below and any such inspection or testing shall not diminish or otherwise affect the Supplier's obligations under the Agreement.
2.9 2.8 The Goods shall be packaged and marked in accordance with the Company's instructions and any applicable Regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition.
2.10 2.9 Any Specifications or equipment supplied by the Company to the Supplier, or produced by the Supplier in compliance with its obligations under this Agreement in the provision of the Services shall be the sole and exclusive property of the Company and accordingly shall be assigned to the Company in accordance with Condition 13.1.
2.11 The Company may, during the Agreement period, request that items/services, similar and relevant to this Contract be added to the Agreement.
2.12 In light of Condition 2.11, the Supplier shall be afforded the opportunity to quote for such items, however, the Company reserves the right to source the products from an alternative Supplier should the Company deem the prices quoted by the Supplier to be uncompetitive.
Appears in 1 contract
Samples: Terms & Conditions of Purchase of Goods or Services
SUPPLY OF GOODS AND SERVICES. 2.1 In consideration 2.1. The Buyer and its representatives may (but are not obliged to) inspect and test all Goods at the Vendor’s premises and the premises of any permitted sub-contractors at all reasonable times and to reject and return (at the Vendor’s risk and expense) any Goods that do not comply in any way with the Agreement. The Vendor must repair or replace (at Buyer’s option), such rejected goods within a reasonable period of time after notice of rejection) with goods which do comply with the Agreement. For the avoidance of doubt any inspection, checking, approval or acceptance given on behalf of the Charges, Buyer shall not relieve the Supplier shall provide Vendor or its sub-contractors from any further obligation regarding the Goods and/or Services specified in each Order to the Company in accordance with the provisions of this Agreement.
2.2 The Company reserves the right to refuse payment for any Services or Goods not ordered on an Order.
2.3 The Supplier shall provide Goods which are without fault and which are of the same quantity, quality and description as specified in the Order and/or in any applicable Specification supplied by the Company to the Supplier.
2.4 The Supplier shall provide the Goods and/or the Services:
2.4.1 with that degree of diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a type of undertaking similar to that of the Supplier;
2.4.2 in such a manner as to minimise disruption to the business of the Company; and
2.4.3 as regards the Services only, in accordance with any Service Levels.
2.5 The Supplier shall comply with all Regulations in its provision of the Goods and/or Services.
2.6 The Company shall have the right to inspect and test the Goods at all times and the Supplier shall not unreasonably refuse any request by the Company to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testing.
2.7 If as the result of such inspection or testing the Company is not satisfied that the Goods will comply in all respects with this Agreement or any Specifications the Supplier shall take all steps necessary to ensure compliance.
2.8 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods until risk in the Goods has passed to the Company in accordance with Condition 4.1 below and any such inspection or testing shall not diminish or otherwise affect the Supplier's obligations under the Agreement.
2.9 2.2. The Vendor shall ensure that the Goods shall be are properly and carefully stored, packaged and marked transported and prevent contamination and/or deterioration of the Goods and in accordance with the Company's instructions and any applicable Regulations or requirements Specification provided by the Buyer (unless no such Specification exists, in which case the Vendor shall adopt best industry practice). If so requested each delivery shall be accompanied, in a form acceptable to us, by a certificate of conformity.
2.3. The date of delivery of the carrier and properly packed and stored so as to reach their destination in an undamaged condition.
2.10 Any Specifications or equipment Goods and/or any deliverables from any Services supplied by the Company Vendor under the Agreement (“Deliverables”) shall be specified in the Purchase Order (as amended, if applicable). The time for delivery is of the essence. The Vendor shall ensure that all advice or delivery notes clearly state the Buyer’s part number, order number, line number, export control (if applicable), classification number, delivery address a description of the Goods and/or Deliverables and must be sent to the Supplierinvoice address specified on the Purchase Order. Delivery shall only be deemed to have occurred when the Goods and/or Deliverables have been delivered, correctly documented, complete (except where partial delivery is expressly agreed in advance) and in good and correct packaging at the address stated in the Purchase Order, as applicable. Unless otherwise agreed, title and risk in the Goods and/or Deliverables remain with the Vendor until they are delivered after which title and risk shall pass.
2.4. If delivery is delayed, the Buyer may at its sole discretion grant the Vendor a reasonable extension of time or produced cancel the Agreement in whole or part and refuse to accept any subsequent delivery of Goods and/or Deliverables without prejudice to any other right or remedy which the Buyer may have.
2.5. If the Goods and/or Deliverables are incorrectly delivered, the Vendor is responsible for any additional expense incurred in delivering them to their correct destination. The Buyer shall not be liable for any additional costs because of the Vendor’s failure to deliver to agreed due dates or failure to meet the Specification in the Purchase Order.
2.6. Any Goods and/or Deliverables (and any associated technology) manufactured or supplied shall from the date of delivery be: (i) of the best quality, material and workmanship; (ii) free from defects in design, material and workmanship; (iii) conform in all respects with the Specification referred to anywhere in the Agreement and the patterns or samples (if any) supplied by the Supplier Buyer; (iv) comply with all applicable legal requirements and regulations; and (v) not infringe any intellectual property rights of any third-party.
2.7. All Services supplied by the Vendor shall: (i) be performed with the highest skill and care, consistent with the highest standards of the Vendor’s industry; (ii) be performed by suitably qualified and experienced personnel; and (iii) be performed in compliance conformity with its obligations under this Agreement any applicable industry code of practice; (iv) not infringe any intellectual property rights of any third party; and (v) comply with all applicable legal requirements and regulations.
2.8. Unless a longer warranty period is agreed between the parties, all Goods, Deliverables and/or Services shall be supplied with a repair/rework or replace warranty for 12 months from putting into service or 18 months from delivery or performance (as applicable), whichever warranty period shall be the greater. Such warranty shall apply to (without limitation) any defects which occur due to the Vendor’s incorrect instructions as to use, incorrect use of data, inadequate or faulty materials or workmanship, any other breach of the Vendor’s obligations, express or implied or any failure to conform to the Agreement. Repaired/reworked Goods, Deliverables and/or Services shall also be subject to the warranty stated above or for a period of 12 months from the date of delivery, reinstallation or passing of tests, whichever is relevant, after repair/rework. Such warranty is given without prejudice to any other right or remedy of Buyer. Where the Goods, Deliverables and/or Services are replaced, the applicable warranty period referred to above shall apply in full to the replacement. The Buyer shall have the option to choose between repair/rework and replacement, where applicable.
2.9. If in the provision of Services, the Services shall be Buyer provides the sole and exclusive Vendor any items which are or become property of the Company Buyer (“Buyer Items”), the Vendor shall: (i) keep them secure and accordingly in a good condition, segregated and clearly marked as Buyer’s property; (ii) satisfy itself that the Buyer Items are adequate for the purpose(s) for which they are being provided, notifying the Buyer of any defects or deficiencies within fourteen (14) days receipt; (iii) not, without the prior written consent of the Buyer, use Buyer Items for any purpose other than as necessary for the performance of the Agreement, or allow any third party to use or take possession of them; (iv) not have and shall be assigned ensure that no Vendor personnel have a lien on Buyer Items for any sum due and take all reasonable steps to ensure the title of the Buyer and the exclusion of such lien are brought to the Company in accordance attention of all Vendor personnel dealing with Condition 13.1any Buyer Item; (v) return them to the Buyer upon completion or termination of the Agreement (or earlier if reasonably requested by the Buyer) and (vi) be fully liable for any loss or damage to any Buyer Items.
2.11 The Company may2.10. Where applicable, during Goods supplied by the Agreement periodVendor must comply on delivery with the prevailing version of the Buyer’s chemical composition standard, request that items/servicesCC014, similar as amended from time to time, and relevant to this Contract can be added downloaded using the following link: xxxxx://xxxxxxxxx.xxxxxxxx.xxx/en/download/--106130. In the event of changes to the Agreementcomposition of the supplied items or materials, or to the requirements of laws and regulations described in the chemical composition standard, it is the responsibility of the Vendor to ensure that the supplied items or materials continue to comply with these revised standards, and to provide updated declarations to the Buyer where this is necessary.
2.12 In light of Condition 2.11, the Supplier shall be afforded the opportunity to quote for such items, however, the Company reserves the right to source the products from an alternative Supplier should the Company deem the prices quoted by the Supplier to be uncompetitive.
Appears in 1 contract
Samples: Terms and Conditions of Purchase
SUPPLY OF GOODS AND SERVICES. 2.1 In consideration of the Charges, the 3.1 The Supplier shall is appointed on a non-exclusive basis to provide the Goods and/or Services specified in each Order to the Company in accordance with the provisions of this AgreementDancutter.
2.2 The Company reserves the right to refuse payment for any Services or Goods not ordered on an Order.
2.3 3.2 The Supplier shall provide Goods which are without fault and which are of the same quantity, quality and description as specified in the Order and/or in any applicable Specification supplied by the Company to the Supplier.
2.4 The Supplier shall provide the Goods and/or the Services:
2.4.1 with that degree of diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a type of undertaking similar to that of the Supplier;
2.4.2 in such a manner as to minimise disruption to the business of the Company; and
2.4.3 as regards must: (i) perform the Services only, in accordance with any Service Levelsdate or time specified in the relevant Purchase Order; and/or (ii) deliver any Goods ordered by Dancutter to the applicable delivery location on the Delivery Date set out in the relevant Purchase Order. Time shall be of the essence.
2.5 The 3.3 In providing the Goods and/or Services to Dancutter, the Supplier shall must: (i) ensure that the Services are performed, and the Goods are delivered in a manner that minimises any interference with the operations and activities of Dancutter; (ii) co-operate with Dancutter and comply with all Regulations instructions in its provision of all matters relating to the Goods and/or Services.
2.6 The Company shall have the right ; (iii) when attending Dancutter premises, comply with all health, safety, and security requirements; and (iv) ensure that no damage is caused to inspect and test the Goods at all times and the Supplier shall not unreasonably refuse any request by the Company to inspect and test the Goods during manufactureproperty, processing equipment, or storage at the premises assets of the Supplier Dancutter or any third party prior to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testingparty.
2.7 If as 3.4 The Supplier must ensure that all Goods ordered by Dancutter are securely packaged and are delivered to the result applicable delivery location set out in the Purchase Order undamaged. In the event of such inspection or testing any damage to the Company is not satisfied that the Goods will comply in all respects with this Agreement or any Specifications the Supplier shall take all steps necessary to ensure compliance.
2.8 Notwithstanding any such inspection or testingGoods, the Supplier shall remain fully responsible must promptly replace the same at no additional cost to Dancutter.
3.5 The Supplier must take all reasonable steps to minimise the effect of any delay on the performance of its obligations under this clause 3 and must notify Dancutter if it becomes aware that the delivery of any Goods and/or Services will or is likely to be delayed for any reason such that the Supplier will not meet its obligation under this clause 3.
3.6 If the Goods until risk in are not delivered on the Delivery Date, Dancutter may, at its option claim or deduct late delivery credits equal to 1 % of the price of the Goods has passed to for each day between the Company Delivery Date and the earlier delivery of the relevant Goods or termination of the Agreement by Dancutter in accordance with Condition 4.1 below and clause 3.7. The payment of such credits is without prejudice to any such inspection other rights or testing shall not diminish or otherwise affect the Supplier's obligations under the Agreementremedies of Dancutter.
2.9 The Goods shall be packaged and marked in accordance with the Company's instructions and any applicable Regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition.
2.10 Any Specifications or equipment supplied by the Company to the Supplier, or produced by 3.7 If the Supplier in compliance fails to comply with its obligations under clause 3.2 by the date which is 14 days after the Delivery Date, then Dancutter may, without prejudice to its other rights and remedies: (i) immediately terminate the Purchase Order (in whole or in part) without any further liability by giving written notice to the Supplier; (ii) recover from the Supplier any costs incurred by Dancutter in obtaining substitute goods from a third party; and (iii) claim damages for any other costs, losses or expenses incurred by Dancutter which are in any way attributable to the Supplier's failure to carry out its obligations under this Agreement clause 3.
3.8 The Supplier shall not deliver the Goods in multiple or part shipments unless expressly authorised by Dancutter in the provision Purchase Order or otherwise in writing by Dancutter prior to delivery of the Services shall be the sole and exclusive property of the Company and accordingly shall be assigned to the Company in accordance with Condition 13.1.
2.11 Goods. The Company may, during the Agreement period, request that items/services, similar and relevant to this Contract be added to the Agreement.
2.12 In light of Condition 2.11, the Supplier shall be afforded liable for all costs incurred by Dancutter as a result of any breach of this clause 3.8.
3.9 Title and risk in any Goods supplied to Dancutter will pass to Dancutter on completion of the opportunity delivery of such Goods at the applicable delivery location set out in the Purchase Order. The passing of title in the Goods is without prejudice to quote for such items, however, the Company reserves the any right of rejection to source the products from an alternative Supplier should the Company deem the prices quoted by the Supplier to be uncompetitivewhich Dancutter is entitled under this Agreement or otherwise.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
SUPPLY OF GOODS AND SERVICES. 2.1 In consideration 2.1. The Vendor’s quotation constitutes an offer by the Vendor to sell the Goods and/or provide the Services to the Buyer, which shall only be deemed accepted upon the Buyer’s issuance of the Charges, Order. Performance by the Supplier Vendor shall provide not entitle the Vendor to claim any payment for the Goods and/or Services where an Order has not been issued by the Buyer.
2.2. The Buyer, its representatives and/or a regulatory body may (but are not obliged to) inspect and test all Goods at the Vendor’s (or its sub-contractor’s) premises at all reasonable times and to reject (at the Vendor’s risk and expense) any Goods that do not or are unlikely to comply with the Agreement. The Vendor must (at the Buyer’s option) repair any rejected Goods, or replace such rejected Goods with Goods that comply with the Agreement prior to the delivery date specified in each Order the Order. Any inspection, testing, or acceptance given by or on behalf of the Buyer shall not relieve the Vendor from any further obligations regarding the Goods under the Agreement.
2.3. The Vendor shall, at its own risk and expense, ensure that the Goods are properly and carefully stored, packaged and transported to prevent loss, damage, contamination and/or deterioration of the Company Goods in accordance with the provisions Specification (or best industry practice if no such Specification exists). Upon request, each delivery shall be accompanied by a certificate of this Agreementconformity in a form acceptable to the Buyer.
2.2 2.4. The Company required date for the delivery of the Goods, performance of the Services and delivery of any deliverables from any Services (“Deliverables”) shall be specified in the Order. The time for delivery and performance is of the essence.
2.5. The Vendor must accompany each delivery with an advice or delivery note which clearly states the Buyer’s part number, order number, line number, delivery address and a description of the Goods, Services and/or Deliverables.
2.6. Delivery shall only be deemed to have occurred when the Goods and/or Deliverables have been delivered and unloaded in full (except where partial delivery is expressly agreed in writing in advance), correctly documented, and in good and correct packaging at the address stated in the Order. The Buyer reserves the right to refuse payment to accept delivery in full or in part in case of strikes, lockouts or force majeure.
2.7. Title and risk in the Goods and Deliverables shall pass to the Buyer on delivery.
2.8. If the Vendor fails to supply the Goods or Deliverables or to perform the Services by the applicable dates, the Buyer may, at its sole discretion and without limiting or affecting any other right or remedy available to it: (i) cancel the Order and any related Orders in whole or part with immediate effect by written notice to the Vendor; (ii) refuse to accept any subsequent delivery or performance of Goods, Services and/or Deliverables which the Vendor attempts to make; (iii) request, and the Vendor shall provide, a full refund of any prepaid amounts under the cancelled Orders; (iv) request, and the Vendor shall provide, full recovery of any costs and expenses incurred by the Buyer in obtaining replacement Goods, Deliverables and Services via a third party or otherwise; and (v) claim damages for any Services additional costs, losses or Goods not ordered on an Orderexpenses incurred by the Buyer due to the delay.
2.3 2.9. The Supplier Buyer shall provide not be liable for any additional costs due to the Vendor’s failure to deliver to agreed due dates, or to the correct location, or failure to meet the Specification.
2.10. Any Goods which are without fault and/or Deliverables (and which are any associated technology) manufactured or supplied shall from the date of delivery: (i) be new and unused; (ii) be of the same quantitybest quality, quality material and description as specified workmanship; (iii) be free from defects in design, material, workmanship and installation and, in the Order and/or in case of software, free from any applicable Specification supplied by the Company to the Supplier.
2.4 The Supplier shall provide the Goods and/or the Services:
2.4.1 with that degree of diligencemalware, prudence backdoors and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a type of undertaking similar to that of the Supplier;
2.4.2 in such a manner as to minimise disruption to the business of the Companysecurity vulnerabilities; and
2.4.3 as regards the Services only, in accordance with any Service Levels.
2.5 The Supplier shall comply with all Regulations in its provision of the Goods and/or Services.
2.6 The Company shall have the right to inspect and test the Goods at all times and the Supplier shall not unreasonably refuse any request by the Company to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testing.
2.7 If as the result of such inspection or testing the Company is not satisfied that the Goods will comply (iv) conform in all respects with this Agreement the Specification and the patterns or any Specifications the Supplier shall take all steps necessary to ensure compliance.
2.8 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods until risk samples (if any) agreed in the Goods has passed to the Company in accordance with Condition 4.1 below and any such inspection or testing shall not diminish or otherwise affect the Supplier's obligations under the Agreement.
2.9 The Goods shall be packaged and marked in accordance with the Company's instructions and any applicable Regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition.
2.10 Any Specifications or equipment supplied by the Company to the Supplier, or produced by the Supplier in compliance with its obligations under this Agreement in the provision of the Services shall be the sole and exclusive property of the Company and accordingly shall be assigned to the Company in accordance with Condition 13.1.
2.11 The Company may, during the Agreement period, request that items/services, similar and relevant to this Contract be added to the Agreement.
2.12 In light of Condition 2.11, the Supplier shall be afforded the opportunity to quote for such items, however, the Company reserves the right to source the products from an alternative Supplier should the Company deem the prices quoted by the Supplier to be uncompetitive.Specification;
Appears in 1 contract
Samples: Purchase Agreement
SUPPLY OF GOODS AND SERVICES. 2.1 In consideration of the Charges, the 3.1 The Supplier shall is appointed on a non-exclusive basis to provide the Goods and/or Services specified in each Order to the Company in accordance with the provisions of this AgreementSewertronics.
2.2 The Company reserves the right to refuse payment for any Services or Goods not ordered on an Order.
2.3 3.2 The Supplier shall provide Goods which are without fault and which are of the same quantity, quality and description as specified in the Order and/or in any applicable Specification supplied by the Company to the Supplier.
2.4 The Supplier shall provide the Goods and/or the Services:
2.4.1 with that degree of diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a type of undertaking similar to that of the Supplier;
2.4.2 in such a manner as to minimise disruption to the business of the Company; and
2.4.3 as regards must: (i) perform the Services only, in accordance with any Service Levelsdate or time specified in the relevant Purchase Order; and/or (ii) deliver any Goods ordered by Sewertronics to the applicable delivery location on the Delivery Date set out in the relevant Purchase Order. Time shall be of the essence.
2.5 The 3.3 In providing the Goods and/or Services to Sewertronics, the Supplier shall must: (i) ensure that the Services are performed, and the Goods are delivered in a manner that minimises any interference with the operations and activities of Sewertronics; (ii) co- operate with Sewertronics and comply with all Regulations instructions in its provision of all matters relating to the Goods and/or Services.
2.6 The Company shall have the right ; (iii) when attending Sewertronics premises, comply with all health, safety, and security requirements; and (iv) ensure that no damage is caused to inspect and test the Goods at all times and the Supplier shall not unreasonably refuse any request by the Company to inspect and test the Goods during manufactureproperty, processing equipment, or storage at the premises assets of the Supplier Sewertronics or any third party prior to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testingparty.
2.7 If as 3.4 The Supplier must ensure that all Goods ordered by Sewertronics are securely packaged and are delivered to the result applicable delivery location set out in the Purchase Order undamaged. In the event of such inspection or testing any damage to the Company is not satisfied that the Goods will comply in all respects with this Agreement or any Specifications the Supplier shall take all steps necessary to ensure compliance.
2.8 Notwithstanding any such inspection or testingGoods, the Supplier shall remain fully responsible must promptly replace the same at no additional cost to Sewertronics.
3.5 The Supplier must take all reasonable steps to minimise the effect of any delay on the performance of its obligations under this clause 3 and must notify Sewertronics if it becomes aware that the delivery of any Goods and/or Services will or is likely to be delayed for any reason such that the Supplier will not meet its obligation under this clause 3.
3.6 If the Goods until risk in are not delivered on the Delivery Date, Sewertronics may, at its option claim or deduct late delivery credits equal to 1 % of the price of the Goods has passed to for each day between the Company Delivery Date and the earlier delivery of the relevant Goods or termination of the Agreement by Sewertronics in accordance with Condition 4.1 below and clause 3.7. The payment of such credits is without prejudice to any such inspection other rights or testing shall not diminish or otherwise affect the Supplier's obligations under the Agreementremedies of Sewertronics.
2.9 The Goods shall be packaged and marked in accordance with the Company's instructions and any applicable Regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition.
2.10 Any Specifications or equipment supplied by the Company to the Supplier, or produced by 3.7 If the Supplier in compliance fails to comply with its obligations under this Agreement clause 3.2 by the date which is 14 days after the Delivery Date, then Sewertronics may, without prejudice to its other rights and remedies: (i) immediately terminate the Purchase Order (in the provision of the Services shall be the sole and exclusive property of the Company and accordingly shall be assigned whole or in part) without any further liability by giving written notice to the Company in accordance with Condition 13.1.
2.11 The Company may, during the Agreement period, request that items/services, similar and relevant to this Contract be added to the Agreement.
2.12 In light of Condition 2.11, Supplier; (ii) recover from the Supplier shall be afforded the opportunity to quote for such items, however, the Company reserves the right to source the products any costs incurred by Sewertronics in obtaining substitute goods from an alternative Supplier should the Company deem the prices quoted by the Supplier to be uncompetitive.a third party; and
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
SUPPLY OF GOODS AND SERVICES. 2.1 In consideration The Supplier must supply the Goods to KPA at the Point of Delivery, on the Date for Delivery, during the Delivery Hours, for the Price. The Date for Delivery is of the Charges, the Supplier shall provide essence in the Goods and/or and Services Agreement. Unless specified otherwise in each Order the Purchase Order, delivery includes all packing, loading, transport, unloading, unpacking, installing, commissioning and testing. KPA is not required to the Company in accordance with the provisions of this Agreementaccept early or late delivery.
2.2 The Company reserves Supplier must supply the right Services to refuse payment KPA by the Date for any Services or Goods not ordered on an OrderDelivery for the Price.
2.3 The Supplier shall provide Goods which are without fault is taken to have carefully examined all documents and which are other information furnished by KPA relating to the supply of the same quantityGoods and Services and to have fully satisfied itself as to all conditions, quality risks, contingencies and description as specified other circumstances which might affect the supply of the Goods and Services including conditions at the point of performance or delivery, and to have made due allowance for these in the Order and/or in any applicable Specification supplied by the Company to the SupplierPrice.
2.4 The Supplier shall provide Supply of the Goods and/or and Services is not deemed to be complete until KPA has accepted the Goods and Services. KPA's acceptance of the Goods and Services entitles the Supplier to issue an invoice pursuant to clause 4.2 and:
2.4.1 (a) is not evidence or an admission that the Goods and Services have been delivered in accordance with that degree of diligence, prudence this Goods and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a type of undertaking similar to that of the Supplier;
2.4.2 in such a manner as to minimise disruption to the business of the CompanyServices Agreement; and
2.4.3 as regards (b) if KPA signs a delivery slip or other acknowledgement, this will constitute acceptance by KPA but, unless agreed in writing referring to this clause 2.4, will not have the effect of incorporating additional terms into, creating new terms with respect to, varying or waiving any part of this Goods and Services only, in accordance with any Service LevelsAgreement.
2.5 The Supplier shall comply with all Regulations in its provision of must notify KPA immediately upon the Supplier becoming aware that it will not be able to deliver the Goods and/or Serviceson, or perform the Services by, the Date for Delivery.
2.6 The Company shall have the right to inspect and test If the Goods at all times and Services are not delivered by the Date for Delivery, then the Supplier shall not unreasonably refuse any request by will be in breach of this Goods and Services Agreement and KPA may, without prejudice to its other rights, cancel the Company to inspect and test the Goods during manufacture, processing whole or storage at the premises part of the Supplier or any third party prior to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testingorder.
2.7 If as The Supplier must deliver all applicable material safety data sheets with the result of such inspection or testing the Company is not satisfied that the Goods will comply in all respects with this Agreement or any Specifications the Supplier shall take all steps necessary to ensure compliance.Goods
2.8 Notwithstanding any such inspection or testing, The Supplier must:
(a) carry out the Supplier shall remain fully responsible for the Goods until risk in the Goods has passed to the Company Works in accordance with Condition 4.1 below this Services Agreement, all Laws and any such inspection or testing shall not diminish or otherwise affect Good Industry Practice and with due care, diligence, skill and judgment and to a high standard using materials that are new and of good quality;
(b) when attending the Site, ensure that it and all of its Associates comply with the Port Standards and Procedures, the Supplier's obligations under ’s Handbook, the AgreementFit for Work Policy and the Code of Conduct as well as any safety, security and general Site rules as may be specified by KPA;
(c) work with KPA and its Associates and contractors in an efficient and co- ordinated manner;
(d) use suitably qualified and experienced personnel to carry out the Works;
(e) use all reasonable endeavours to overcome any delays (howsoever caused) in carrying out the Works; and
(f) ensure that it (and its Associates) minimise interference as far as reasonably practicable with the activities of KPA any anyone else who uses or visits the Port.
2.9 The Goods shall be packaged Supplier must keep the Site clean and marked in accordance with the Company's instructions tidy and any applicable Regulations or requirements of the carrier regularly remove rubbish and properly packed and stored so as to reach their destination in an undamaged conditionsurplus material.
2.10 Any Specifications or equipment supplied by At all times while at the Company to the SupplierPort, or produced by the Supplier in compliance must (and must ensure that its Associates) comply with its obligations under this Agreement in the provision of the Services shall be the sole KPA's (and exclusive property of the Company KPA's Associates and accordingly shall be assigned to the Company in accordance with Condition 13.1authorised representatives') directions.
2.11 The Company may, during Supplier must not (and must ensure that its Associates do not) cause any Pollution or Contamination at the Agreement period, request that items/services, similar and relevant to this Contract be added to the AgreementPort or surrounding areas.
2.12 In light The Supplier must not, in the course of Condition 2.11performing the Works, the Supplier shall be afforded the opportunity cause any damage to quote for such items, however, the Company reserves the right property (other than as expressly required by this Services Agreement) or injury or death to source the products from an alternative Supplier should the Company deem the prices quoted by the Supplier to be uncompetitiveany person.
Appears in 1 contract
Samples: Goods and Services Agreement
SUPPLY OF GOODS AND SERVICES. 2.1 In consideration of the Charges, the Supplier The Contractor shall provide supply the Goods and/or and Services specified in each Order to the Company in accordance with the provisions Request, Addendum or appendices attached to this Contract. If a particular brand of this Agreement.
2.2 The Company reserves the right to refuse payment for any Services or Goods not ordered on an Order.
2.3 The Supplier shall provide Goods which are without fault and which are of the same quantity, quality and description as Good is specified in the Order and/or in any applicable Specification Request or this Contract, that particular brand of Good shall be supplied by the Company Contractor to the Supplier.
2.4 The Supplier shall provide City, unless otherwise approved by the Goods and/or the Services:
2.4.1 with that degree of diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged City in a type of undertaking similar to that of the Supplier;
2.4.2 in such a manner as to minimise disruption writing. Subject to the business of the Company; and
2.4.3 as regards the Services only, in accordance with any Service Levels.
2.5 The Supplier shall comply with all Regulations in its provision of the Goods and/or Services.
2.6 The Company shall have the right to inspect and test the Goods at all times and the Supplier shall not unreasonably refuse any request by the Company to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testing.
2.7 If as the result of such inspection or testing the Company is not satisfied City determining under subclause (1) that the Goods will comply in all respects with this Agreement or any Specifications the Supplier shall take all steps necessary to ensure compliance.
2.8 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods until risk in the Goods has passed to the Company in accordance with Condition 4.1 below and any such inspection or testing shall not diminish or otherwise affect the Supplier's obligations under the Agreement.
2.9 The Goods shall Services must be packaged and marked supplied in accordance with the Company's instructions and any applicable Regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition.
2.10 Any Specifications or equipment supplied samples provided by the Company Contractor to the SupplierCity, if no standards or produced by the Supplier in compliance with its obligations under this Agreement specifications are stipulated in the provision of Request or Addendum, the Goods and Services shall be the sole and exclusive property of the Company and accordingly shall be assigned to the Company supplied in accordance with Condition 13.1.
2.11 the appropriate and current standards of the Standards Association of Australia for the Goods and Services, and if there is no standards of that type then with such other standards reasonably required by the City. In the case of Goods then they shall be: made of the most suitable material and be constructed or manufactured in accordance with reasonable standards of construction; reasonably fit for purpose for which they are required; and fully capable of the intended use for which they are put, to the satisfaction of the City. In all cases, the Contractor shall ensure that the Goods and Services are provided to the highest standards and carried out properly with all due skill, care and diligence. Subject to subclause (6), the Contractor must ensure that the Goods and Services are supplied only by persons: who are suitably skilled and experienced in their respective professions and trades; who hold all necessary licences, permits and authorities required by law; and whose standards of workmanship are entirely suitable, for the supply of the Goods and Services under the requirements of this Contract. The Company mayCity may require that only individuals who are a Nominated Service Provider supply the Goods and Services under this Contract, during in that case, the Agreement periodContractor shall comply with the requirement. The Contractor must ensure that its employees, request agents, subcontractors and any employees of such agents or subcontractors: conduct themselves towards members of the public in a positive, friendly, courteous and respectful manner which is in keeping with the City's public image; use discretion when dealing with members of the public and at all times (whether provoked or not) refrain from aggressive, threatening and rude behaviour or gestures; and do not act in an unruly manner or use offensive language, while supplying the Goods and Services under the Contract. In carrying out all work under this Contract, the Contractor shall observe, perform and comply in all material respects with all relevant industrial awards, industrial agreements and orders of courts or tribunals that items/services, similar apply to employees engaged by the Contractor to supply the Goods and relevant to Services under the Contract. Without limiting the generality of any other clause in this Contract be added or the rights of a party at law, the City may direct the Contractor to remove, within a stated time from any activity related to the Agreement.
2.12 In light Goods and Services, any person employed or engaged in supplying the Goods and Services who, in the City's opinion, does not meet any of Condition 2.11the requirements set out in clauses 3.2(5) and 3.2(7). If the Contactor is required to remove any persons in supplying the Goods and Services as set out in clause 3.3(1) above, the Supplier shall be afforded the opportunity to quote for such itemsContractor is required, however, the Company reserves the right to source the products from an alternative Supplier should the Company deem the prices quoted if directed by the Supplier City, to be uncompetitivereplace the person removed within the time stipulated by the City.
Appears in 1 contract
SUPPLY OF GOODS AND SERVICES. 2.1 In consideration 2.1. The Vendor’s quotation constitutes an offer by the Vendor to sell the Goods and/or provide the Services to the Buyer, which shall only be deemed accepted upon the Buyer’s issuance of the Charges, Order. Performance by the Supplier Vendor shall provide not entitle the Vendor to claim any payment for the Goods and/or Services specified in each where an Order has not been issued by the Buyer.
2.2. The Buyer, its representatives and/or a regulatory body may (but are not obliged to) inspect and test all Goods at the Vendor’s (or its sub-contractor’s) premises at all reasonable times and to reject (at the Vendor’s risk and expense) any Goods that do not or are unlikely to comply with the Agreement. The Vendor must (at the Buyer’s option) repair any rejected Goods, or replace such rejected Goods with Goods that comply with the Agreement prior to the Company in accordance with the provisions of this Agreement.
2.2 The Company reserves the right to refuse payment for any Services or Goods not ordered on an Order.
2.3 The Supplier shall provide Goods which are without fault and which are of the same quantity, quality and description as delivery date specified in the Order and/or in Order. Any inspection, testing, or acceptance given by or on behalf of the Buyer shall not relieve the Vendor from any applicable Specification supplied by the Company to the Supplier.
2.4 The Supplier shall provide further obligations regarding the Goods and/or the Services:
2.4.1 with that degree of diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a type of undertaking similar to that of the Supplier;
2.4.2 in such a manner as to minimise disruption to the business of the Company; and
2.4.3 as regards the Services only, in accordance with any Service Levels.
2.5 The Supplier shall comply with all Regulations in its provision of the Goods and/or Services.
2.6 The Company shall have the right to inspect and test the Goods at all times and the Supplier shall not unreasonably refuse any request by the Company to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testing.
2.7 If as the result of such inspection or testing the Company is not satisfied that the Goods will comply in all respects with this Agreement or any Specifications the Supplier shall take all steps necessary to ensure compliance.
2.8 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods until risk in the Goods has passed to the Company in accordance with Condition 4.1 below and any such inspection or testing shall not diminish or otherwise affect the Supplier's obligations under the Agreement.
2.9 2.3. The Vendor shall ensure that the Goods shall be are properly and carefully stored, packaged and marked transported to prevent loss, damage, contamination and/or deterioration of the Goods in accordance with the Company's instructions and any applicable Regulations Specification (or requirements best industry practice if no such Specification exists). Upon request, each delivery shall be accompanied by a certificate of conformity in a form acceptable to the Buyer.
2.4. The required date for the delivery of the carrier and properly packed and stored so as to reach their destination in an undamaged condition.
2.10 Any Specifications or equipment supplied by the Company to the SupplierGoods, or produced by the Supplier in compliance with its obligations under this Agreement in the provision performance of the Services and delivery of any deliverables from any Services (“Deliverables”) shall be specified in the sole Order. The time for delivery and exclusive property performance is of the Company essence.
2.5. The Vendor must accompany each delivery with an advice or delivery note which clearly states the Buyer’s part number, order number, line number, export control classification number, delivery address and accordingly a description of the Goods, Services and/or Deliverables.
2.6. Delivery shall only be assigned deemed to have occurred when the Goods and/or Deliverables have been delivered and unloaded in full (except where partial delivery is expressly agreed in writing in advance), correctly documented, and in good and correct packaging at the address stated in the Order.
2.7. Title and risk in the Goods and Deliverables shall pass to the Company in accordance with Condition 13.1Buyer on delivery.
2.11 The Company 2.8. If the Vendor fails to supply the Goods or Deliverables or to perform the Services by the applicable dates, the Buyer may, during at its sole discretion and without limiting or affecting any other right or remedy available to it: (i) cancel the Agreement period, request that items/services, similar Order and relevant to this Contract be added any related Orders in whole or part with immediate effect by written notice to the AgreementVendor; (ii) refuse to accept any subsequent delivery or performance of Goods, Services and/or Deliverables which the Vendor attempts to make; (iii) receive a full refund of any prepaid amounts under the cancelled Orders; (iv) recover any costs and expenses incurred by the Buyer in obtaining replacement Goods, Deliverables and Services via a third party or otherwise; and (v) claim damages for any additional costs, losses or expenses incurred by the Buyer due to the delay.
2.12 In light 2.9. The Buyer shall not be liable for any additional costs due to the Vendor’s failure to deliver to agreed due dates, or to the correct location, or failure to meet the Specification.
2.10. Any Goods and/or Deliverables (and any associated technology) manufactured or supplied shall from the date of Condition 2.11delivery: (i) be new and unused; (ii) be of the best quality, material and workmanship; (iii) be free from defects in design, material, workmanship and installation and, in the Supplier shall case of software, free from any malware, backdoors and security vulnerabilities; (iv) conform in all respects with the Specification and the patterns or samples (if any) agreed in the Specification; (v) be afforded fit for any purpose referred to in the opportunity to quote for such itemsAgreement, however, the Company reserves the right to source the products from an alternative Supplier should the Company deem the prices quoted implied by or made known by the Supplier Buyer to be uncompetitive.the Vendor; (vi) comply with all applicable legal requirements, regulations, guidelines and industry codes of practice; and
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Samples: Purchase Agreement
