Supply of the Services. 12.1. The Company shall provide the Services to Buyer in accordance with the contract in all material respects. 12.2. The Company shall use all reasonable endeavours to meet any dates specified for the performance of the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 12.3. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify Buyer in any such event. 12.4. Delivery of the Services shall be deemed to be completed by the Company at the time of completion by the Company of the performance of the Services. 12.5. If the Company’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by Buyer or failure by Buyer to perform any relevant obligation (“Buyer Default”): 12.5.1. the Company shall without limiting its other rights or remedies have the right to: 12.5.1.1. suspend performance of the Services until Xxxxx remedies the Buyer Default; and 12.5.1.2. rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Company’s performance of any of its obligations; 12.5.2. the Company shall not be liable for any costs or losses sustained or incurred by Buyer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Condition 12.5; and 12.5.3. Buyer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Buyer Default. 12.6. The Company is under no obligation to provide Services unless the Buyer ensures adequate and safe facilities exist at its premises and that the Company is properly notified of any hazardous conditions, relevant regulations, and safety procedures. In particular, the Buyer shall be responsible for taking all necessary actions prior to the Company performing the installation/Services to remove and/or remediate any hazardous conditions or materials from the Goods or service area. If any risks can result from the co-activities between the Company, Buyer (and/or any third party) in the work area, such risks shall be addressed through a mutually agreed safety coordination plan. 12.7. If the Buyer has purchased Goods or Services including remote access support, the Buyer will permit the Company to connect to the Goods by remote access and maintain such connection as required by the Company for the performance of maintenance or repair activities as part of the Company‘s warranty obligations or otherwise. This may include automatic software downloads and proactive monitoring and access to performance data related to the goods, to gather and use goods and resource usage data in various ways such as product development, quality initiatives, benchmarking and reporting services. If remote access is not provided, the Company reserves the right to charge the Buyer for onsite support at the Company’s then current pricelist. 12.8. Buyer shall be responsible for proper management, storage, and disposal of all Service and/or installation-related waste, unless otherwise agreed in writing or the Company is legally required to take back the materials. Unless the relevant mandatory national legislation provides otherwise, or unless otherwise agreed in writing, the Company´s obligation to take back electrical and electronic equipment waste (WEEE) does not include creation of physical access to the equipment; de- installation; decoupling; disinfecting; craning/lifting; transportation to a ground level loading area or - ramp; packing; or any related similar activities; and Buyer agrees to perform such activities at its own cost as and when required. 12.9. When required by the Company, Buyer shall make available at least one (1) suitably qualified person who can ensure the safety of the Company personnel at all times during installation/performance of the Services. If no such person is made available, the Company reserves the right to charge Buyer at the Company’s then current pricelist for an additional the Company person to be present. 12.10. Buyer shall: 12.10.1. provide tools and labour to un-crate the Goods and move the Goods to the designated location on Buyer’s premises; 12.10.2. cooperate with the Company in all matters relating to the Services; 12.10.3. provide the Company, its employees, agents, consultants and subcontractors, with access to Buyer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; 12.10.4. provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; 12.10.5. prepare Xxxxx's premises for the supply of the Services; 12.10.6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and 12.10.7. indemnify the Company against all claims, demands, losses, expenses and costs the Company may incur as a result of any employee, agent, consultant, or subcontractor of the Company visiting the premises, office accommodation and other facilities of Buyer for the purposes of the supply of the Services.
Appears in 1 contract
Samples: Terms and Conditions of Sale
Supply of the Services. 12.1. The Company shall provide the Services to Buyer in accordance with the contract in all material respects.
12.2. The Company shall use all reasonable endeavours to meet any dates specified for the performance of the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
12.3. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify Buyer in any such event.
12.4. Delivery of the Services shall be deemed to be completed by the Company at the time of completion by the Company of the performance of the Services.
12.5. If the Company’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by Buyer or failure by Buyer to perform any relevant obligation (“Buyer Default”):
12.5.1. the Company shall without limiting its other rights or remedies have the right to:
12.5.1.1. suspend performance of the Services until Xxxxx Buyer remedies the Buyer Default; and
12.5.1.2. rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Company’s performance of any of its obligations;
12.5.2. the Company shall not be liable for any costs or losses sustained or incurred by Buyer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Condition 12.5; and
12.5.3. Buyer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Buyer Default.
12.6. The Company is under no obligation to provide Services unless the Buyer ensures adequate and safe facilities exist at its premises and that the Company is properly notified of any hazardous conditions, relevant regulations, and safety procedures. In particular, the Buyer shall be responsible for taking all necessary actions prior to the Company performing the installation/Services to remove and/or remediate any hazardous conditions or materials from the Goods or service area. If any risks can result from the co-activities between the Company, Buyer (and/or any third party) in the work area, such risks shall be addressed through a mutually agreed safety coordination plan.
12.7. If the Buyer has purchased Goods or Services including remote access support, the Buyer will permit the Company to connect to the Goods by remote access and maintain such connection as required by the Company for the performance of maintenance or repair activities as part of the Company‘s warranty obligations or otherwise. This may include automatic software downloads and proactive monitoring and access to performance data related to the goods, to gather and use goods and resource usage data in various ways such as product development, quality initiatives, benchmarking and reporting services. If remote access is not provided, the Company reserves the right to charge the Buyer for onsite support at the Company’s then current pricelist.
12.8. Buyer shall be responsible for proper management, storage, and disposal of all Service and/or installation-related waste, unless otherwise agreed in writing or the Company is legally required to take back the materials. Unless the relevant mandatory national legislation provides otherwise, or unless otherwise agreed in writing, the Company´s obligation to take back electrical and electronic equipment waste (WEEE) does not include creation of physical access to the equipment; de- installation; decoupling; disinfecting; craning/lifting; transportation to a ground level loading area or - ramp; packing; or any related similar activities; and Buyer agrees to perform such activities at its own cost as and when required.
12.9. When required by the Company, Buyer shall make available at least one (1) suitably qualified person who can ensure the safety of the Company personnel at all times during installation/performance of the Services. If no such person is made available, the Company reserves the right to charge Buyer at the Company’s then current pricelist for an additional the Company person to be present.
12.10. Buyer shall:
12.10.1. provide tools and labour to un-crate the Goods and move the Goods to the designated location on Buyer’s premises;
12.10.2. cooperate with the Company in all matters relating to the Services;
12.10.3. provide the Company, its employees, agents, consultants and subcontractors, with access to Buyer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
12.10.4. provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
12.10.5. prepare XxxxxBuyer's premises for the supply of the Services;
12.10.6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
12.10.7. indemnify the Company against all claims, demands, losses, expenses and costs the Company may incur as a result of any employee, agent, consultant, or subcontractor of the Company visiting the premises, office accommodation and other facilities of Buyer for the purposes of the supply of the Services.
Appears in 1 contract
Samples: Terms and Conditions of Sale
Supply of the Services. 12.1. 2.1 The Company shall provide the Services subject to Buyer these Terms and in consideration of payment of the Charges.
2.2 The Client shall at its own expense supply the Company with all necessary information or other materials, and all necessary data or other information relating to the Services and the System and any End-User within sufficient time to enable the Company to provide the Services in accordance with the contract in Agreement and the Client shall ensure the accuracy, completeness and adequacy of all material respectsinformation that is supplied.
12.2. The 2.3 If the Company shall use all reasonable endeavours to meet any dates specified for the performance is providing monitoring services as part of the Services, but this will include the following activities:
2.3.1 the recording of any such dates Activations from the System at the Premises;
2.3.2 notifying the police or fire authorities following the receipt of any Activation; and
2.3.3 notifying the Client of any fault which appears in any private wire circuit used by the Client.
2.3.4 notifying the Client or, where the Company deems appropriate the End-User, of any excessive False Activations, poor picture quality or any other cause that may affect the efficient monitoring of the System.
2.4 Any obligations of the Company to notify any person of an Activation received from a System shall be estimates an obligation only and time shall not be of the essence for the performance of to take reasonable steps to notify that person.
2.5 The Company will use it reasonable endeavours to respond to Activations in accordance with NSI Guidelines and, as such, can use whatever means, technologies, software or artificial intelligence to support it in providing the Services.
12.3. 2.6 The Company shall have the right to may at any time make any changes to the Services which or these Terms without notice where changes are reasonably necessary to comply with any applicable law safety or safety requirementother statutory requirements, or which on not less than 30 days’ notice where the changes do not materially affect the nature or quality of the Services, .
2.7 The Commencement Date of the Services specified in the Agreement is intended to be an approximate date only and the Company shall notify Buyer in any such event.
12.4. Delivery may, at its sole discretion, vary the due date for the commencement date of the Services shall be deemed on notice to be completed the Client where necessary due to any reason beyond its control which constitutes an event of Force Majeure under clause 11.12 or any failure or delay by the Company at Client or the time of completion by the Company of the performance of the ServicesEnd-User, if any, in complying with these Terms.
12.5. If 2.8 The Services shall not commence in respect of a System until the Trial Period, where applicable, has been completed to the Company’s performance of satisfaction and the Client has been notified in writing.
2.9 The Company may cancel this Agreement and refund any of its obligations Charges paid in respect advance by the Client in the event that on or before the expiry of the Services is prevented or delayed by any act or omission by Buyer or failure by Buyer to perform any relevant obligation (“Buyer Default”):
12.5.1. the Company shall without limiting its other rights or remedies have the right to:
12.5.1.1. suspend performance of the Services until Xxxxx remedies the Buyer Default; and
12.5.1.2. rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Company’s performance of any of its obligations;
12.5.2. the Company shall not be liable for any costs or losses sustained or incurred by Buyer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Condition 12.5; and
12.5.3. Buyer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Buyer Default.
12.6. The Company is under no obligation to provide Services unless the Buyer ensures adequate and safe facilities exist at its premises and that the Company is properly notified of any hazardous conditions, relevant regulations, and safety procedures. In particular, the Buyer shall be responsible for taking all necessary actions prior to the Company performing the installation/Services to remove and/or remediate any hazardous conditions or materials from the Goods or service area. If any risks can result from the co-activities between the Company, Buyer (and/or any third party) in the work area, such risks shall be addressed through a mutually agreed safety coordination plan.
12.7. If the Buyer has purchased Goods or Services including remote access support, the Buyer will permit the Company to connect to the Goods by remote access and maintain such connection as required by the Company for the performance of maintenance or repair activities as part of the Company‘s warranty obligations or otherwise. This may include automatic software downloads and proactive monitoring and access to performance data related to the goods, to gather and use goods and resource usage data in various ways such as product development, quality initiatives, benchmarking and reporting services. If remote access is not providedTrial Period, the Company reserves does not accept the right System for monitoring or it does not approve the claims details supplied to charge it by the Buyer for onsite support at the Company’s then current pricelistClient under 2.10.
12.8. Buyer 2.10 The Client shall be responsible for proper management, storageprovide, and disposal of all Service and/or installationwhere applicable, procure that each End-related wasteUser shall promptly provide, unless otherwise agreed in writing or the Company is legally required to take back the materials. Unless the relevant mandatory national legislation provides otherwisewith all rights of access, or unless otherwise agreed in writingwithout prior notice, the Company´s obligation to take back electrical and electronic equipment waste (WEEE) does not include creation of physical access to the equipment; de- installation; decoupling; disinfecting; craning/lifting; transportation to a ground level loading area or - ramp; packing; or Premises and any related similar activities; other facilities and Buyer agrees to perform such activities at its own cost as all assistance, materials and when required.
12.9. When required by the Company, Buyer shall make available at least one (1) suitably qualified person who can ensure the safety of equipment which the Company personnel at all times during installation/may reasonably request to facilitate the proper or timely performance of the Services. If no such person is made available, The Client shall be responsible for the Company reserves the right to charge Buyer at safety and security of the Company’s then current pricelist for an additional personnel whilst at the Company person to be presentPremises or other such facilities or using such equipment and/or materials.
12.10. Buyer shall:
12.10.1. provide tools and labour to un-crate 2.11 Within 14 days of the Goods and move date of the Goods to Agreement, the designated location on Buyer’s premises;
12.10.2. cooperate with the Company in all matters relating to the Services;
12.10.3. provide the Company, its employees, agents, consultants and subcontractors, with access to Buyer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
12.10.4. Client shall provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in written details of all material respects;insurance claims by it over the last 5 years.
12.10.5. prepare Xxxxx's premises for 2.12 The Company shall not be obliged to act on any communication from the supply of the Services;
12.10.6. obtain Client unless it is made by an Authorised Representative with appropriate password and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
12.10.7. indemnify the Company against all claims, demands, losses, expenses and costs the Company may incur as a result of any employee, agent, consultant, or subcontractor of the Company visiting the premises, office accommodation and other facilities of Buyer for the purposes of the supply of the ServicesPremises reference.
Appears in 1 contract
Samples: Terms and Conditions
Supply of the Services. 12.1. The Company In consideration for the payment of the Contact Price, the Supplier shall provide supply the Services to Buyer Services: in a timely manner and in accordance with the contract Implementation Plan and Milestones (if any); and during the Contract Period in all material respects.
12.2accordance with the Customer's requirements as set out in the Contract. The Company shall use all Customer may inspect and examine the manner in which the Supplier supplies the Services at the Premises during normal business hours on reasonable endeavours to meet any dates specified for the performance of the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
12.3notice. The Company shall have the right to make any changes Time in relation to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify Buyer in any such event.
12.4. Delivery supply of the Services shall be deemed to be completed by the Company at the time of completion by the Company of the performance of essence, including in relation to commencing the Services.
12.5. If the Company’s performance of any of its obligations in respect supply of the Services is prevented within the time agreed or delayed by any act or omission by Buyer or failure by Buyer to perform any relevant obligation (“Buyer Default”):
12.5.1on a specified date. the Company shall without limiting its other rights or remedies have the right to:
12.5.1.1. suspend performance of Where the Services until Xxxxx remedies are to be carried out in accordance with the Buyer Default; and
12.5.1.2Implementation Plan and Milestones then the Parties agree to carry out their respective obligations set out in schedule 4. rely on Except where otherwise provided in the Buyer Default to relieve it from Contract, the performance of any of its obligations to Services shall be provided by the extent Staff or the Buyer Default prevents Sub‑contractors at such place or delays the Company’s performance of any of its obligations;
12.5.2. the Company shall not be liable for any costs or losses sustained or incurred by Buyer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations places as set out in this Condition 12.5; and
12.5.3. Buyer shall reimburse paragraph 2.3 of the Company on written demand for any costs Order Form or losses sustained or incurred as otherwise reasonably directed by the Company arising directly Customer or indirectly from the Buyer Default.
12.6. The Company is under no obligation to provide Services unless the Buyer ensures adequate and safe facilities exist at its premises and that the Company is properly notified of any hazardous conditions, relevant regulations, and safety proceduresduly authorised person. In particularthe event that not all of the Services are provided by the relevant Milestone Dates specified in the Implementation Plan then the Customer shall be entitled to withhold payment of the Contract Price for such Services until such time as they are provided. Unless otherwise stated in the Order Form, the Buyer Supplier shall be responsible for taking provide all the Equipment necessary actions prior to the Company performing the installation/Services to remove and/or remediate any hazardous conditions or materials from the Goods or service area. If any risks can result from the co-activities between the Company, Buyer (and/or any third party) in the work area, such risks shall be addressed through a mutually agreed safety coordination plan.
12.7. If the Buyer has purchased Goods or Services including remote access support, the Buyer will permit the Company to connect to the Goods by remote access and maintain such connection as required by the Company for the performance of maintenance or repair activities as part of the Company‘s warranty obligations or otherwise. This may include automatic software downloads and proactive monitoring and access to performance data related to the goods, to gather and use goods and resource usage data in various ways such as product development, quality initiatives, benchmarking and reporting services. If remote access is not provided, the Company reserves the right to charge the Buyer for onsite support at the Company’s then current pricelist.
12.8. Buyer shall be responsible for proper management, storage, and disposal of all Service and/or installation-related waste, unless otherwise agreed in writing or the Company is legally required to take back the materials. Unless the relevant mandatory national legislation provides otherwise, or unless otherwise agreed in writing, the Company´s obligation to take back electrical and electronic equipment waste (WEEE) does not include creation of physical access to the equipment; de- installation; decoupling; disinfecting; craning/lifting; transportation to a ground level loading area or - ramp; packing; or any related similar activities; and Buyer agrees to perform such activities at its own cost as and when required.
12.9. When required by the Company, Buyer shall make available at least one (1) suitably qualified person who can ensure the safety of the Company personnel at all times during installation/performance of the Services. If no such person is made available, the Company reserves the right to charge Buyer at the Company’s then current pricelist for an additional the Company person to be present.
12.10. Buyer shall:
12.10.1. provide tools and labour to un-crate the Goods and move the Goods to the designated location on Buyer’s premises;
12.10.2. cooperate with the Company in all matters relating to the Services;
12.10.3. provide the Company, its employees, agents, consultants and subcontractors, with access to Buyer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
12.10.4. provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
12.10.5. prepare Xxxxx's premises for the supply of the Services;
12.10.6. obtain All Equipment brought onto the Premises shall be at the Supplier's own risk and the Customer shall have no liability for any loss of or damage to any Equipment unless and to the extent that the Supplier is able to demonstrate that such loss or damage was caused by or contributed to by the Customer's Default. The Supplier shall not begin any work at the Premises without obtaining Approval. The Supplier shall maintain all necessary licencesitems of Equipment within the Premises in a safe, permissions serviceable and consents clean condition. The Supplier shall, at the Customer's written request, at its own expense and as soon as reasonably practicable remove from the Premises and replace any Equipment which may be required for in the reasonable opinion of the Customer is either hazardous, noxious or not in accordance with the Contract. Upon termination or expiry of the Contract, the Supplier shall remove the Equipment together with any other materials used by the Supplier to supply the Services before and shall leave the date Premises in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the Premises or any objects contained thereon. In the event that the Supplier procures goods or services, including Equipment, from third parties on which the Services are to start; and
12.10.7. indemnify the Company against all claims, demands, losses, expenses and costs the Company may incur as a result of any employee, agent, consultant, or subcontractor behalf of the Company visiting Customer then they shall at all times do so in accordance with the premises, office accommodation provisions of the Public Supply Contracts 1995 (S.I 1995 No. 201) and/or the Public Services Contracts Regulations 1993 (S.I 1993 No. 3228) as though the Supplier were a "Contracting Authority" within the meaning of the said regulations. The Supplier agrees that the Customer relies on the skill and other facilities judgment of Buyer for the purposes of Supplier in the supply of the Services and the performance of its obligations under the Contract. The Supplier shall at all times comply with the Technical Standards and the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards' authorisation body. To the extent that the standard to which the Services must be provided has not been specified in the Contract, the Supplier shall agree the relevant standard for the provision of the Services with the Customer prior to the supply of the Services commencing. The Supplier shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the proper supply of the Services. The Supplier shall ensure that the Staff shall at all times during the Contract Period: faithfully and diligently perform those duties and exercise such powers consistent with them as are from time to time necessary in connection with the provision of the Services; obey all lawful instructions and reasonable directions of the Customer and provide the Services to the reasonable satisfaction of the Customer; and are appropriately experienced, qualified and trained. The Supplier shall at all times during the Contract Period ensure that the Services: are supplied in accordance and conform in all respects with the specifications and requirements set out in the Order Form and/or where applicable the Framework Agreement; and its obligations under the Contract are performed and conform in all respects with all applicable Laws, Quality Standards and Technical Standards and in accordance with Good Industry Practice; and are supplied in accordance with the Supplier Solution. The Supplier, its Sub‑contractors, agents and Staff shall at all times comply with the provisions of the Human Rights Act 1998 in the execution of this Contract. Failure to comply with this clause 5.4.6 may constitute a material breach of the Contract and the Customer may exercise its rights under clause 22.3.1 of this Contract.
Appears in 1 contract
Samples: Order Form and Call Off Terms
Supply of the Services. 12.1. The Company In consideration for the payment of the Contact Price, the Supplier shall provide supply the Services to Buyer Services: in a timely manner and in accordance with the contract Implementation Plan and Milestones (if any); and during the Contract Period in all material respects.
12.2accordance with the Customer's requirements as set out in the Contract. The Company shall use all reasonable endeavours to meet any dates specified for Customer may inspect and examine the performance of manner in which the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
12.3. The Company shall have the right to make any changes to Supplier supplies the Services which at the Premises during normal business hours on reasonable notice. Where the Services are necessary to comply be carried out in accordance with any applicable law or safety requirementthe Implementation Plan and Milestones then the Parties agree to carry out their respective obligations set out in schedule 4. Except where otherwise provided in the Contract, or which do not materially affect the nature or quality of the Services, and the Company shall notify Buyer in any such event.
12.4. Delivery of the Services shall be deemed to be completed provided by the Company Staff or the Sub‑contractors at the time of completion by the Company of the performance of the Services.
12.5. If the Company’s performance of any of its obligations in respect of the Services is prevented such place or delayed by any act or omission by Buyer or failure by Buyer to perform any relevant obligation (“Buyer Default”):
12.5.1. the Company shall without limiting its other rights or remedies have the right to:
12.5.1.1. suspend performance of the Services until Xxxxx remedies the Buyer Default; and
12.5.1.2. rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Company’s performance of any of its obligations;
12.5.2. the Company shall not be liable for any costs or losses sustained or incurred by Buyer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations places as set out in this Condition 12.5; and
12.5.3. Buyer shall reimburse paragraph 2.3 of the Company on written demand for any costs Order Form or losses sustained or incurred as otherwise reasonably directed by the Company arising directly Customer or indirectly from the Buyer Default.
12.6. The Company is under no obligation to provide Services unless the Buyer ensures adequate and safe facilities exist at its premises and that the Company is properly notified of any hazardous conditions, relevant regulations, and safety proceduresduly authorised person. In particularthe event that not all of the Services are provided by the relevant Milestone Dates specified in the Implementation Plan then the Customer shall be entitled to withhold payment of the Contract Price for such Services until such time as they are provided. Unless otherwise stated in the Order Form, the Buyer Supplier shall be responsible for taking provide all the Equipment necessary actions prior to the Company performing the installation/Services to remove and/or remediate any hazardous conditions or materials from the Goods or service area. If any risks can result from the co-activities between the Company, Buyer (and/or any third party) in the work area, such risks shall be addressed through a mutually agreed safety coordination plan.
12.7. If the Buyer has purchased Goods or Services including remote access support, the Buyer will permit the Company to connect to the Goods by remote access and maintain such connection as required by the Company for the performance of maintenance or repair activities as part of the Company‘s warranty obligations or otherwise. This may include automatic software downloads and proactive monitoring and access to performance data related to the goods, to gather and use goods and resource usage data in various ways such as product development, quality initiatives, benchmarking and reporting services. If remote access is not provided, the Company reserves the right to charge the Buyer for onsite support at the Company’s then current pricelist.
12.8. Buyer shall be responsible for proper management, storage, and disposal of all Service and/or installation-related waste, unless otherwise agreed in writing or the Company is legally required to take back the materials. Unless the relevant mandatory national legislation provides otherwise, or unless otherwise agreed in writing, the Company´s obligation to take back electrical and electronic equipment waste (WEEE) does not include creation of physical access to the equipment; de- installation; decoupling; disinfecting; craning/lifting; transportation to a ground level loading area or - ramp; packing; or any related similar activities; and Buyer agrees to perform such activities at its own cost as and when required.
12.9. When required by the Company, Buyer shall make available at least one (1) suitably qualified person who can ensure the safety of the Company personnel at all times during installation/performance of the Services. If no such person is made available, the Company reserves the right to charge Buyer at the Company’s then current pricelist for an additional the Company person to be present.
12.10. Buyer shall:
12.10.1. provide tools and labour to un-crate the Goods and move the Goods to the designated location on Buyer’s premises;
12.10.2. cooperate with the Company in all matters relating to the Services;
12.10.3. provide the Company, its employees, agents, consultants and subcontractors, with access to Buyer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
12.10.4. provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
12.10.5. prepare Xxxxx's premises for the supply of the Services;
12.10.6. obtain All Equipment brought onto the Premises shall be at the Supplier's own risk and the Customer shall have no liability for any loss of or damage to any Equipment unless and to the extent that the Supplier is able to demonstrate that such loss or damage was caused by or contributed to by the Customer's Default. The Supplier shall not begin any work at the Premises without obtaining Approval. The Supplier shall maintain all necessary licencesitems of Equipment within the Premises in a safe, permissions serviceable and consents clean condition. The Supplier shall, at the Customer's written request, at its own expense and as soon as reasonably practicable, remove from the Premises and replace any Equipment which may be required for in the reasonable opinion of the Customer is either hazardous, noxious or not in accordance with the Contract. Upon termination or expiry of the Contract, unless otherwise agreed between the Parties, the Supplier shall remove the Equipment together with any other materials used by the Supplier to supply the Services before and shall leave the date on which Premises in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the Services are to start; and
12.10.7. indemnify the Company against all claims, demands, losses, expenses and costs the Company may incur as a result of Premises or any employee, agent, consultant, or subcontractor of the Company visiting the premises, office accommodation and other facilities of Buyer for the purposes of the supply of the Servicesobjects contained thereon.
Appears in 1 contract
Samples: Framework Agreement
Supply of the Services. 12.1. The Company In consideration for the payment of the Contact Price, the Supplier shall provide supply the Services to Buyer Services: in a timely manner and in accordance with the contract Implementation Plan and Milestones (if any); and during the Contract Period in all material respects.
12.2accordance with the Customer's requirements as set out in the Contract. The Company shall use all Customer may inspect and examine the manner in which the Supplier supplies the Services at the Premises during normal business hours on reasonable endeavours to meet any dates specified for the performance of the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
12.3notice. The Company shall have the right to make any changes Time in relation to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Company shall notify Buyer in any such event.
12.4. Delivery supply of the Services shall be deemed to be completed by the Company at the time of completion by the Company of the performance of essence, including in relation to commencing the Services.
12.5. If the Company’s performance of any of its obligations in respect supply of the Services is prevented within the time agreed or delayed by any act or omission by Buyer or failure by Buyer to perform any relevant obligation (“Buyer Default”):
12.5.1on a specified date. the Company shall without limiting its other rights or remedies have the right to:
12.5.1.1. suspend performance of Where the Services until Xxxxx remedies are to be carried out in accordance with the Buyer Default; and
12.5.1.2Implementation Plan and Milestones then the Parties agree to carry out their respective obligations set out in schedule 4. rely on Except where otherwise provided in the Buyer Default to relieve it from Contract, the performance of any of its obligations to Services shall be provided by the extent Staff or the Buyer Default prevents Sub‑contractors at such place or delays the Company’s performance of any of its obligations;
12.5.2. the Company shall not be liable for any costs or losses sustained or incurred by Buyer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations places as set out in this Condition 12.5; and
12.5.3. Buyer shall reimburse paragraph 2.3 of the Company on written demand for any costs Order Form or losses sustained or incurred as otherwise reasonably directed by the Company arising directly Customer or indirectly from the Buyer Default.
12.6. The Company is under no obligation to provide Services unless the Buyer ensures adequate and safe facilities exist at its premises and that the Company is properly notified of any hazardous conditions, relevant regulations, and safety proceduresduly authorised person. In particularthe event that not all of the Services are provided by the relevant Milestone Dates specified in the Implementation Plan then the Customer shall be entitled to withhold payment of the Contract Price for such Services until such time as they are provided. Unless otherwise stated in the Order Form, the Buyer Supplier shall be responsible for taking provide all the Equipment necessary actions prior to the Company performing the installation/Services to remove and/or remediate any hazardous conditions or materials from the Goods or service area. If any risks can result from the co-activities between the Company, Buyer (and/or any third party) in the work area, such risks shall be addressed through a mutually agreed safety coordination plan.
12.7. If the Buyer has purchased Goods or Services including remote access support, the Buyer will permit the Company to connect to the Goods by remote access and maintain such connection as required by the Company for the performance of maintenance or repair activities as part of the Company‘s warranty obligations or otherwise. This may include automatic software downloads and proactive monitoring and access to performance data related to the goods, to gather and use goods and resource usage data in various ways such as product development, quality initiatives, benchmarking and reporting services. If remote access is not provided, the Company reserves the right to charge the Buyer for onsite support at the Company’s then current pricelist.
12.8. Buyer shall be responsible for proper management, storage, and disposal of all Service and/or installation-related waste, unless otherwise agreed in writing or the Company is legally required to take back the materials. Unless the relevant mandatory national legislation provides otherwise, or unless otherwise agreed in writing, the Company´s obligation to take back electrical and electronic equipment waste (WEEE) does not include creation of physical access to the equipment; de- installation; decoupling; disinfecting; craning/lifting; transportation to a ground level loading area or - ramp; packing; or any related similar activities; and Buyer agrees to perform such activities at its own cost as and when required.
12.9. When required by the Company, Buyer shall make available at least one (1) suitably qualified person who can ensure the safety of the Company personnel at all times during installation/performance of the Services. If no such person is made available, the Company reserves the right to charge Buyer at the Company’s then current pricelist for an additional the Company person to be present.
12.10. Buyer shall:
12.10.1. provide tools and labour to un-crate the Goods and move the Goods to the designated location on Buyer’s premises;
12.10.2. cooperate with the Company in all matters relating to the Services;
12.10.3. provide the Company, its employees, agents, consultants and subcontractors, with access to Buyer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
12.10.4. provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
12.10.5. prepare Xxxxx's premises for the supply of the Services;
12.10.6. obtain All Equipment brought onto the Premises shall be at the Supplier's own risk and the Customer shall have no liability for any loss of or damage to any Equipment unless and to the extent that the Supplier is able to demonstrate that such loss or damage was caused by or contributed to by the Customer's Default. The Supplier shall not begin any work at the Premises without obtaining Approval. The Supplier shall maintain all necessary licencesitems of Equipment within the Premises in a safe, permissions serviceable and consents clean condition. The Supplier shall, at the Customer's written request, at its own expense and as soon as reasonably practicable remove from the Premises and replace any Equipment which may be required for in the reasonable opinion of the Customer is either hazardous, noxious or not in accordance with the Contract. Upon termination or expiry of the Contract, the Supplier shall remove the Equipment together with any other materials used by the Supplier to supply the Services before and shall leave the date Premises in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the Premises or any objects contained thereon. In the event that the Supplier procures goods or services, including Equipment, from third parties on which the Services are to start; and
12.10.7. indemnify the Company against all claims, demands, losses, expenses and costs the Company may incur as a result of any employee, agent, consultant, or subcontractor behalf of the Company visiting Customer then they shall, if the premisesCustomer so requests, office accommodation at all times do so in accordance with the provisions of the Public Contracts Regulations 2006 (S.I 2006 No. 5) as though the Supplier were a "Contracting Authority" within the meaning of the said regulations. The Supplier agrees that the Customer relies on the skill and other facilities judgment of Buyer for the purposes of Supplier in the supply of the Services and the performance of its obligations under the Contract. The Supplier shall at all times comply with the Technical Standards and the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards' authorisation body. To the extent that the standard to which the Services must be provided has not been specified in the Contract, the Supplier shall agree the relevant standard for the provision of the Services with the Customer prior to the supply of the Services commencing. The Supplier shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the proper supply of the Services. The Supplier shall ensure that the Staff shall at all times during the Contract Period: faithfully and diligently perform those duties and exercise such powers consistent with them as are from time to time necessary in connection with the provision of the Services; obey all lawful instructions and reasonable directions of the Customer and provide the Services to the reasonable satisfaction of the Customer; and are appropriately experienced, qualified and trained. The Supplier shall at all times during the Contract Period ensure that the Services: are supplied in accordance and conform in all respects with the specifications and requirements set out in the Order Form and/or where applicable the Framework Agreement; and its obligations under the Contract are performed and conform in all respects with all applicable Laws, Quality Standards and Technical Standards and in accordance with Good Industry Practice; and are supplied in accordance with the Supplier Solution. The Supplier, its Sub‑contractors, agents and Staff shall at all times comply with the provisions of the Human Rights Act 1998 in the execution of this Contract. Failure to comply with this clause 5.4.6 may constitute a material breach of the Contract and the Customer may exercise its rights under clause 22.3.1 of this Contract.
Appears in 1 contract
Samples: Framework Agreement
Supply of the Services. 12.1. 3.1 The Company Supplier shall provide perform the Services to Buyer in accordance with the contract in all material respectsreasonable care and skill.
12.2. The Company shall use all reasonable endeavours to meet any dates specified 3.2 Any time given by the Supplier for the performance of the Services, but any such dates Services shall be estimates an estimate only and such time shall not be of the essence of the Contract.
3.3 The Supplier shall use reasonable endeavours to observe all health and safety and security requirements that apply at the Customer's premises and that have been communicated to it pursuant to condition 3.4(d), provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
3.4 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Contract;
(b) promptly provide the Supplier its employees, agents, consultants and subcontractors with such materials, information and documentation as are required by the Supplier for the proper performance of the Services.;
12.3. The Company shall have the right to make any changes (c) provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) reasonably required by the Supplier in connection with the Services which and ensure that they are accurate and complete in all material respects;
(d) inform the Supplier of all health and safety and security requirements that apply at the Customer's premises;
(e) obtain and maintain all necessary to licences and consents and comply with any applicable law or safety requirement, or which do not materially affect all relevant legislation as required to enable the nature or quality of Supplier to lawfully provide the Services, including in relation to the installation of the Supplier's Materials, in all cases before the date on which the Services are to start;
(f) at its own expense source and/or licence any and all third party software the Company Supplier requires in order to provide the Services and/or the Deliverables to the Customer and shall notify Buyer in ensure that the Supplier is lawfully permitted to use and exploit such third party software for the purpose of supplying the Services and/or the Deliverables;
(g) at its own expense source and/or licence any such event.
12.4. Delivery and all third party software as is required to enable the Customer’s use of the Services shall be deemed and/or the Deliverables; and
(h) not dispose of or use the Supplier's Materials other than in accordance with the Supplier's written instructions or authorisation.
3.5 There is no obligation on the Supplier to be completed support or maintain any third party software referred to in clause 3.4 (f) or clause 3.4(g) above unless otherwise agreed in writing by the Company at the time of completion by the Company of the performance of the ServicesSupplier.
12.5. 3.6 If the Company’s Supplier's performance of any of its obligations in respect of under the Services Contract is prevented or delayed by any act or omission by Buyer the Customer or failure by Buyer the Customer to perform any relevant obligation (“Buyer Customer Default”):
12.5.1. (a) the Company Supplier shall without limiting its other rights or remedies have the right to:
12.5.1.1. to suspend the performance of the Services until Xxxxx the Customer remedies the Buyer Default; and
12.5.1.2. Customer Default and to rely on the Buyer Customer Default to relieve it from the performance of any of its obligations to the extent the Buyer Customer Default prevents or delays the Company’s Supplier's performance of any of its obligations;
12.5.2. (b) the Company Supplier shall not be liable for any costs or losses sustained or incurred by Buyer the Customer arising directly or indirectly from the Company’s Supplier's failure or delay to perform any of its obligations as set out under the Contract.
3.7 The Customer shall indemnify and keep indemnified the Supplier in this Condition 12.5; and
12.5.3. Buyer shall reimburse the Company full and on written demand for any costs or losses sustained from and against all losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Company Supplier arising directly or indirectly from the Buyer a Customer Default.
12.6. The Company is under no obligation to provide Services unless the Buyer ensures adequate and safe facilities exist at its premises and that the Company is properly notified of any hazardous conditions, relevant regulations, and safety procedures. In particular, the Buyer shall be responsible for taking all necessary actions prior to the Company performing the installation/Services to remove and/or remediate any hazardous conditions or materials from the Goods or service area. If any risks can result from the co-activities between the Company, Buyer (and/or any third party) in the work area, such risks shall be addressed through a mutually agreed safety coordination plan.
12.7. If the Buyer has purchased Goods or Services including remote access support, the Buyer will permit the Company to connect to the Goods by remote access and maintain such connection as required by the Company for the performance of maintenance or repair activities as part of the Company‘s warranty obligations or otherwise. This may include automatic software downloads and proactive monitoring and access to performance data related to the goods, to gather and use goods and resource usage data in various ways such as product development, quality initiatives, benchmarking and reporting services. If remote access is not provided, the Company reserves the right to charge the Buyer for onsite support at the Company’s then current pricelist.
12.8. Buyer shall be responsible for proper management, storage, and disposal of all Service and/or installation-related waste, unless otherwise agreed in writing or the Company is legally required to take back the materials. Unless the relevant mandatory national legislation provides otherwise, or unless otherwise agreed in writing, the Company´s obligation to take back electrical and electronic equipment waste (WEEE) does not include creation of physical access to the equipment; de- installation; decoupling; disinfecting; craning/lifting; transportation to a ground level loading area or - ramp; packing; or any related similar activities; and Buyer agrees to perform such activities at its own cost as and when required.
12.9. When required by the Company, Buyer shall make available at least one (1) suitably qualified person who can ensure the safety of the Company personnel at all times during installation/performance of the Services. If no such person is made available, the Company reserves the right to charge Buyer at the Company’s then current pricelist for an additional the Company person to be present.
12.10. Buyer shall:
12.10.1. provide tools and labour to un-crate the Goods and move the Goods to the designated location on Buyer’s premises;
12.10.2. cooperate with the Company in all matters relating to the Services;
12.10.3. provide the Company, its employees, agents, consultants and subcontractors, with access to Buyer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
12.10.4. provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
12.10.5. prepare Xxxxx's premises for the supply of the Services;
12.10.6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
12.10.7. indemnify the Company against all claims, demands, losses, expenses and costs the Company may incur as a result of any employee, agent, consultant, or subcontractor of the Company visiting the premises, office accommodation and other facilities of Buyer for the purposes of the supply of the Services.
Appears in 1 contract
Samples: Return on Incentives Agreement for the Provision of Services
Supply of the Services. 12.1. 2.1 The Company shall provide the Services subject to Buyer these Terms and in accordance with the contract Assignment Instructions and in all material respectsconsideration of payment of the Charges. Any changes or additions to the Services or these Terms must be agreed in writing by the Company.
12.2. 2.2 The Client shall at its own expense supply the Company with all necessary information or other materials, and all necessary data or other information relating to the Services and the Premises and any End-User within sufficient time to enable the Company to provide the Services in accordance with the Agreement and the Client shall ensure the accuracy, completeness and adequacy of all information that is supplied.
2.3 The Company shall use all reasonable endeavours to meet may at any dates specified for the performance of the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
12.3. The Company shall have the right to make any changes to the Services which and these Terms without notice where the changes are reasonably necessary to comply with any applicable law safety or safety requirementother statutory requirements, or which on not less than 30 days’ notice where the changes do not materially affect the nature or quality of the Services, .
2.4 The date of commencement of the Services specified in the Agreement is intended to be an approximate date only and the Company shall notify Buyer in any such event.
12.4. Delivery may, at its sole discretion, vary the due date for the commencement date of the Services shall be deemed on notice to be completed the Client where necessary due to any reason beyond its control which constitutes an event of Force Majeure under clause 11.11 or any failure or delay by the Company at Client or the time of completion by the Company of the performance of the ServicesEnd-User, if any, in complying with these Terms.
12.5. If 2.5 The Services shall not commence until the Trial Period, where applicable has been completed to the Company’s performance of satisfaction.
2.6 The Company may cancel this Agreement and refund any of its obligations Charges paid in respect advance by the Client in the event that on or before the expiry of the Services is prevented or delayed by any act or omission by Buyer or failure by Buyer to perform any relevant obligation (“Buyer Default”):
12.5.1. the Company shall without limiting its other rights or remedies have the right to:
12.5.1.1. suspend performance of the Services until Xxxxx remedies the Buyer Default; and
12.5.1.2. rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Company’s performance of any of its obligations;
12.5.2. the Company shall not be liable for any costs or losses sustained or incurred by Buyer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Condition 12.5; and
12.5.3. Buyer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Buyer Default.
12.6. The Company is under no obligation to provide Services unless the Buyer ensures adequate and safe facilities exist at its premises and that the Company is properly notified of any hazardous conditions, relevant regulations, and safety procedures. In particular, the Buyer shall be responsible for taking all necessary actions prior to the Company performing the installation/Services to remove and/or remediate any hazardous conditions or materials from the Goods or service area. If any risks can result from the co-activities between the Company, Buyer (and/or any third party) in the work area, such risks shall be addressed through a mutually agreed safety coordination plan.
12.7. If the Buyer has purchased Goods or Services including remote access support, the Buyer will permit the Company to connect to the Goods by remote access and maintain such connection as required by the Company for the performance of maintenance or repair activities as part of the Company‘s warranty obligations or otherwise. This may include automatic software downloads and proactive monitoring and access to performance data related to the goods, to gather and use goods and resource usage data in various ways such as product development, quality initiatives, benchmarking and reporting services. If remote access is not providedTrial Period, the Company reserves notifies the right Client that the Premises are not suitable for the Services or that it does not approve the claims details supplied to charge it by the Buyer for onsite support at the Company’s then current pricelistClient under 2.8.
12.8. Buyer 2.7 The Client shall be responsible for proper management, storageprovide, and disposal of all Service and/or installationwhere applicable, procure that each End-related wasteUser shall promptly provide, unless otherwise agreed in writing or the Company is legally required to take back the materials. Unless the relevant mandatory national legislation provides otherwisewith all rights of access, or unless otherwise agreed in writingwithout prior notice, the Company´s obligation to take back electrical and electronic equipment waste (WEEE) does not include creation of physical access to the equipment; de- installation; decoupling; disinfecting; craning/lifting; transportation to a ground level loading area or - ramp; packing; or Premises and any related similar activities; other facilities and Buyer agrees to perform such activities at its own cost as all assistance, materials and when required.
12.9. When required by the Company, Buyer shall make available at least one (1) suitably qualified person who can ensure the safety of equipment which the Company personnel at all times during installation/may reasonably request to facilitate the proper or timely performance of the Services. If no such person is made available, The Client shall be responsible for the Company reserves the right to charge Buyer at safety and security of the Company’s then current pricelist for an additional personnel whilst at the Company person to be presentPremises or other such facilities or using such equipment and/or materials.
12.10. Buyer shall:
12.10.1. provide tools and labour to un-crate 2.8 Within 14 days of the Goods and move date of the Goods to Agreement, the designated location on Buyer’s premises;
12.10.2. cooperate with the Company in all matters relating to the Services;
12.10.3. provide the Company, its employees, agents, consultants and subcontractors, with access to Buyer's premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
12.10.4. Client shall provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in written details of all material respects;insurance claims by it over the last 5 years.
12.10.5. prepare Xxxxx's premises for 2.9 The Company shall not be obliged to act on any communication from the supply of Client unless it is made by an Authorised Representative with appropriate password and Premises reference.
2.10 The Company and the Services;
12.10.6. obtain Client shall report and maintain all necessary licencesexchange operational information regularly, permissions and consents which may be required for including but not limited to changes in specified contingency plans via the Services before the date on which the Services are to start; and
12.10.7. indemnify the Company against all claims, demands, losses, expenses and costs the Company may incur as a result of any employee, agent, consultant, or subcontractor of the Company visiting the premises, office accommodation and other facilities of Buyer for the purposes of the supply of the ServicesClient’s Authorised Representative.
Appears in 1 contract
Samples: Services Agreements
