The Supplier’s responsibilities Sample Clauses

The Supplier’s responsibilities. 5.1 The Supplier shall use best endeavours to provide the Works and deliver the Services to the Client in accordance with a Statement of Work. 5.2 The Supplier shall use all reasonable endeavours to meet any performance dates or Milestones specified in a Statement of Work but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this agreement. 5.3 The Supplier shall appoint an authorised representative in respect of the Works to be performed under each Statement of Work, such person to be identified as the ‘Supplier’s SoW Contact’ in the Statement of Work. That person shall have authority to contractually bind the Supplier on all matters relating to the relevant Works (including by signing Change Control Orders). The Supplier shall use all reasonable endeavours to ensure that the same person acts as the Supplier’s SoW Contact throughout the term of the relevant Statement of Work, but may replace that person from time to time where reasonably necessary in the interests of the Supplier’s business. 5.4 The Supplier and its Associate(s) shall endeavour to cooperate with the Client’s reasonable requests while performing the Services, but the Client acknowledges that neither the Supplier nor its Associates are under the control or supervision of the Client and the Supplier and Associates are entirely responsible for determining the manner and methods of the performance of the services 5.5 The Supplier shall maintain the right, at its sole discretion, to remove, replace, substitute or reassign an Associate should circumstances require it. Additionally, an Associate shall have the right to nominate a substitute in accordance with the Off Payroll Working (IR35) rules. Should such circumstances arise, the Supplier will notify the Client that an Associate needs to be changed (for whatever reason) and a suitable replacement Associate with the equivalent experience and skill set will be supplied. 5.6 The Supplier shall use reasonable endeavours to procure that its representatives and Associates observe health and safety and security requirements and any on site policies of the Client’s (or the Client’s end-Client) that have been communicated to it under clause 6.16.5, provided that it shall not be liable under this agreement if, as a result of such observation, it is in breach of any of its obligations under this agreement and only to the extent that such health and safety and security requirements and policies ...
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The Supplier’s responsibilities. 3.1 The Supplier shall provide the Services to the Customer during the Term in accordance with the terms set out in this Agreement and shall allocate sufficient resources to the Services to enable it to comply with this obligation. 3.2 The Supplier will endeavour to meet, the Services’ delivery dates and any other dates for delivery of the Services agreed in writing by the Parties. 3.3 The Supplier agrees to: a. inspect and report on the condition of any System(s) and enact the requisite Services as set out in this Agreement or as agreed between the Parties; b. operate any sign off procedures and paperwork as agreed between the Parties, which will be set out as Schedule 5; c. agree with the Customer on the type and specification of any new parts that are required during any supply of Services. d. co-operate with The Customer in all matters relating to the Services; e. provide the following warranty on works enacted i. 12 months warranty on all new Equipment;
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The Supplier’s responsibilities. 3.1 The Supplier shall be responsible for and shall indemnify and keep indemnified in full OxLEP against any Employment Liabilities incurred by OxLEP which arise out of or in connection with: (a) any failure by the Supplier to provide the information, assistance and co-operation required under this Schedule or any failure to comply with its obligations under regulations 13 and 14 of TUPE; (b) any claim by any Transferring Employee arising out of any act or proposal by the Supplier prior to or following the Effective Date which amounts to a repudiatory breach of the relevant Transferring Employee’s contract of employment under regulation 4(11) of TUPE and/or a substantial change in working conditions to the material detriment of that Transferring Employee under regulation 4(9) of TUPE; and (c) all Employment Costs of any Transferring Employee from and including the Effective Date to and including the relevant Termination Date; and
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The Supplier’s responsibilities. 5.1 The Supplier must, when providing the Services, perform the Services in an efficient and professional manner, engaging personnel with suitable training, experience and expertise, and exercise due care, skill and attention. If the Supplier becomes aware of any matter which may change the scope or timing of the Services, it shall provide the Customer with reasonable written notice in relation to the change, and in any event provide such notice within ten (10) business days of first becoming so aware. 5.2 If the Supplier is required to exercise their professional judgment between the Customer and a third party with whom the Customer has a contract then they shall do so independently and as required by the terms of that contract. 5.3 The Supplier shall use all reasonable efforts to inform themselves, of the Customer’s requirements for the Services and for that purpose the Supplier shall consult the Customer throughout the performance of the Services. 5.4 If the Supplier considers that the information, documents and other particulars made available to the Supplier by the Customer are not sufficient to enable the Supplier to provide the Services in accordance with this Contract. the Supplier may advise the Customer who shall then provide such further assistance, information, or other particulars as necessary in the circumstances. 5.5 The Supplier shall perform the Services in a timely manner to the extent that it is within the Supplier’s control to do so.
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The Supplier’s responsibilities. The Supplier undertakes to: (a) observe confidentiality through strict compliance with the provisions of this Agreement; (b) not disclose Confidential information to any unauthorised persons or any other party (including any person not employed by the Supplier who is to be involved in projects carried out for Semantix e.g. a proofreader, a specialist in a subject, a consultant), without Semantix prior written consent or a clear and distinct notification from Semantix that the confidentiality has been cancelled or waived; (c) at all times consider and analyse its responsibilities when handling information relating to Semantix or the Customer; and (d) not directly contact any Customer without the prior written consent of Semantix. If Semantix have given written consent to share Confidential information with a person, the Supplier undertakes to: (a) require that such third party signs Semantix’ NDA before any Confidential information is shared with that person; and (b) not to communicate to such person more information than is required to enable the other party to fulfil their work duties. This section 2.2 above does not apply to the extent that the Supplier is required to make a disclosure of Confidential information to a public authority or court in accordance with a law or other statute. However, immediately on becoming aware of the possibility of such disclosure being required, the supplier shall inform Xxxxxxxx of said possibility. This is so that Semantix may seek an appropriate pretective order or other remedy. If the Supplier is obliged to make a disclosure, the Supplier shall only make a disclosure to the requisite extent and shall use all reasonable efforts to obtain confidential treatment by the receiving party of the Confidential information so disclosed.
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The Supplier’s responsibilities. The Supplier shall ensure delivery of the Product as set out in the Agreement and the Product Description (attached to the Agreement).
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The Supplier’s responsibilities. 3.1 Supplier shall manufacture the Target Products Total Stock in accordance with the run rate as set forth in Attachment A which may be revised as provided hereunder but shall only deliver Products per latest written instruction from Nortel Networks. 3.2 Supplier shall maintain Target FG and Target WIP quantities representing a maximum of four (4) and eight (8) weeks, respectively, of the run rate set forth in Attachment A which may be revised as provided hereunder.
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Related to The Supplier’s responsibilities

  • Supplier’s Responsibilities 14.1 The Supplier shall supply all the Goods and Related Services included in the Scope of Supply in accordance with GCC Clause 12, and the Delivery and Completion Schedule, as per GCC Clause 13.

  • Customer’s Responsibilities 9.1 If and to the extent applicable or under the control of the Customer, Customer shall provide complete and accurate information regarding requirements for the Project and the Site(s), including, without limitation, constraints, space requirements, underground or hidden facilities and structures, and all applicable drawings and specifications. 9.2 Customer shall prepare, file for, and use commercially reasonable efforts to obtain all Required Approvals necessary to perform its obligations under this Agreement. 9.3 Customer shall reasonably cooperate with Company as required to facilitate Company’s performance of the Work.

  • Customer’s Responsibility The policies in this document apply to the use of Data by Customers, Redistributors and their End Customers. Customers are responsible for compliance with this policy by all members of the Customer’s Group and by all persons to whom they distribute Data where authorised to do so. Turquoise recommends that Customers make this Schedule available to all Subscribers to their services having access to Data which is subject to Charges, reporting requirements or usage restrictions.

  • SELLER’S RESPONSIBILITIES (a) Seller shall act in performance of this Agreement as an independent contractor and not as an agent for Company or the Government in performing this Agreement, maintaining complete control over its employees and all lower-tier subcontractors. Nothing contained in this Agreement or any lower-tier subcontract shall create any contractual relationship between any such lower-tier subcontractor and the Government or Company. Seller is solely responsible for the actions of itself and its lower-tier subcontractors, agents or employees. (b) Seller shall be responsible for all liability and related expenses resulting from (1) injury, death, damage to or loss of property or (2) violation of Part 1.12a Compliance with Laws, which is in any way connected with its performance of work under this Agreement. Seller's responsibility shall apply to activities of Seller, its agents, lower-tier subcontractors, or employees and such responsibility includes the obligation to indemnify, defend, and hold harmless the Government and the Company for Seller's conduct. However, such liability and indemnity does not apply to injury, death, or damage to property to the extent it arises from the negligent or willful misconduct of Company. (c) If Company’s costs are determined to be unallowable, its fee reduced, or it incurs any cost or damages as a result of Seller’s violation of applicable laws, orders, rules, regulations, or ordinances, or the submission of defective cost or pricing data, Company may make an equivalent reduction in amounts due Seller. (d) If Seller is a State agency, such as an Educational Institution, all liabilities and remedies shall be determined in accordance with the laws applicable to this Agreement under Part 1.2.

  • Client’s Responsibilities (a) Client agrees to advise Consultant regarding Client's Project requirements and to provide all relevant information, surveys, data and previous reports accessible to Client which Consultant may reasonably require. (b) Client shall designate a Project Representative to whom all communications from Consultant shall be directed and who shall have limited administrative authority on behalf of Client to receive and transmit information and make decisions with respect to the Project. Said representative shall not, however, have authority to bind Client as to matters of governmental policy or fiscal policy, nor to contract for additions or obligations exceeding a value which is the lesser of $5000 or 5% of the maximum contract price. (c) Client shall examine all documents presented by Consultant, and render decisions pertaining thereto within a reasonable time. The Client's approval of any drawings, specifications, reports, documents or other materials or product furnished hereunder shall not in any way relieve Consultant of responsibility for the professional adequacy of its work. (d) Client shall perform its obligations and render decisions within a reasonable time under the circumstances presented. Based upon the nature of Client and its requirements, a period of 14 days shall be presumed reasonable for any decision not involving policy decision or significant financial impact, when all information reasonably necessary for Client to responsibly render a decision has been furnished. A period of 46 days shall be presumed reasonable for Client to act with respect to any matter involving policy or significant financial impact. The above periods of presumed reasonableness shall be extended where information reasonably required is not within the custody or control of Client but must be procured from others.

  • PROVIDER’S RESPONSIBILITIES A DBE prime may receive credit toward the DBE goal for work performed by his-her own forces and work subcontracted to DBEs. A DBE prime must make a good faith effort to meet the goals. In the event a DBE prime subcontracts to a non-DBE, that information must be reported to the Department. a. A Provider who cannot meet the contract goal, in whole or in part, shall document the “Good Faith Efforts” taken to obtain DBE participation. The following is a list of the types of actions that may be considered as good faith efforts. It is not intended to be a mandatory checklist, nor is it intended to be exclusive or exhaustive. Other factors or types of efforts may be relevant in appropriate cases. (1) Soliciting through all reasonable and available means the interest of all certified DBEs who have the capability to perform the work of the contract. The solicitation must be done within sufficient time to allow the DBEs to respond to it. Appropriate steps must be taken to follow up initial solicitations to determine, with certainty, if the DBEs are interested. (2) Selecting portions of the work to be performed by DBEs in order to increase the likelihood that the DBE goals will be achieved. This includes, where appropriate, breaking out contract work items into economically feasible units to facilitate DBE participation, even when the Provider might otherwise prefer to perform the work items with its own forces. (3) Providing interested DBEs with adequate information about the plans, specifications, and requirements of the contract in a timely manner to assist them in responding to a solicitation. (4) Negotiating in good faith with interested DBEs by making a portion of the work available to DBE subproviders and suppliers and selecting those portions of the work or material needs consistent with the available DBE subproviders and suppliers. (5) The ability or desire of the Provider to perform the work of a contract with its own organization does not relieve the Provider’s responsibility to make a good faith effort. Additional costs involved in finding and using DBEs is not in itself sufficient reason for a Provider’s failure to meet the contract DBE goal, as long as such costs are reasonable. Providers are not, however, required to accept higher quotes from DBEs if the price difference is excessive or unreasonable. (6) Not rejecting DBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. (7) Making efforts to assist interested DBEs in obtaining bonding, lines of credit, or insurance as required by the recipient or Provider. (8) Making efforts to assist interested DBEs in obtaining necessary equipment, supplies, materials or related assistance or services. (9) Effectively using the services of available minority/women community organizations; minority/women contractors’ groups; local, state, and Federal minority/women business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of DBEs. (10) If the Department’s Director of the Business Opportunity Programs Office determines that the Provider has failed to meet the good faith effort requirements, the Provider will be given an opportunity for reconsideration by the Director of the appropriate Division. NOTE: The Provider must not cause or allow subproviders to bid their services. b. The preceding information shall be submitted directly to the Chair of the Consultant Selection Team responsible for the project. c. The Provider shall make all reasonable efforts to honor commitments to DBE subproviders named in the commitment submitted under Section 2.c. of this attachment. Where the Provider terminates or removes a DBE subprovider named in the initial commitment, the Provider must demonstrate on a case-by-case basis to the satisfaction of the department that the originally designated DBE was not able or willing to perform. d. The Provider shall make a good faith effort to replace a DBE subprovider that is unable or unwilling to perform successfully with another DBE, to the extent needed to meet the contract goal. The Provider shall submit a completed Exhibit H-2 Form for the substitute firm(s). Any substitution of DBEs shall be subject to prior written approval by the Department. The Department may request a statement from the firm being replaced concerning its replacement prior to approving the substitution. e. The Provider shall designate a DBE liaison officer who will administer the DBE program and who will be responsible for maintenance of records of efforts and contacts made to subcontract with DBEs. f. Providers are encouraged to investigate the services offered by xxxxx owned and controlled by disadvantaged individuals and to make use of these banks where feasible.

  • Contractor’s Responsibilities Unless stated specifically to the contrary in the tender with full supporting explanations, the contractor will be deemed to have concurred as a practical manufacturer with the design and layout of the works as being sufficient to ensure reliability and safety in operation, freedom from undue stresses and satisfactory performance in all other essentials as a working material.

  • OWNER’S RESPONSIBILITIES 2.1. The Owner shall designate in writing a project coordinator to act as OWNER's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Coordinator"). The Project Coordinator shall have authority to transmit instructions, receive information, interpret and define OWNER's policies and decisions with respect to CONTRACTOR's services for the Project. However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to the CONTRACTOR that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONTRACTOR hereunder; (b) The time the CONTRACTOR is obligated to commence and complete all such services; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONTRACTOR. 2.2. The Project Coordinator shall: (a) Review and make appropriate recommendations on all requests submitted by the CONTRACTOR for payment for services and work provided and performed in accordance with this Agreement; (b) Arrange for access to and make all provisions for CONTRACTOR to enter the Project site to perform the services to be provided by CONTRACTOR under this Agreement; and (c) Provide notice to CONTRACTOR of any deficiencies or defects discovered by the OWNER with respect to the services to be rendered by CONTRACTOR hereunder. 2.3. CONTRACTOR acknowledges that access to the Project Site, to be arranged by OWNER for CONTRACTOR, may be provided during times that are not the normal business hours of the CONTRACTOR. 3.1. Services to be rendered by CONTRACTOR shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed by September 30, 2005. Based on the mutual agreement of both parties, this contract may be renewed a maximum of two one-year periods thereafter. 3.2. Should CONTRACTOR be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONTRACTOR, and not due to its own fault or neglect, including but not restricted to acts of God or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONTRACTOR shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the cause or causes thereof, or be deemed to have waived any right which CONTRACTOR may have had to request a time extension. 3.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONTRACTOR's services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONTRACTOR of its duty to perform or give rise to any right to damages or additional compensation from OWNER. XXXXXXXXXX's sole remedy against OWNER will be the right to seek an extension of time to its schedule. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of the CONTRACTOR, the services to be provided hereunder have not been completed within 18 months of the date hereof, the CONTRACTOR's compensation may be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONTRACTOR after expiration of said 18 month period. 3.4. Should the CONTRACTOR fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely and reasonable manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONTRACTOR until such time as the CONTRACTOR resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER's satisfaction that the CONTRACTOR's performance is or will shortly be back on schedule.

  • Vendor Responsibilities Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED IN C-M, O-S, V-W. Indemnification

  • The Publisher’s Responsibilities Subject always to the other provisions of this Clause below, the Publisher will undertake the production, publication and distribution of the Contribution and the Work in print and/or electronic form at its own expense and risk within a reasonable time after acceptance of the Work unless the Publisher is prevented from or delayed in doing so due to any circumstances beyond its reasonable control. The Publisher shall have the entire control of such production, publication and distribution determined in its sole discretion in relation to any and all editions and versions of the Contribution and the Work, including in respect of all the following matters: (a) distribution channels, including determination of markets; (b) determination of the range and functions of electronic formats and/or the number of print copies produced; (c) publication and distribution of the Contribution, the Work, or parts thereof as individual content elements, in accordance with market demand or other factors; (d) determination of layout and style as well as the standards for production; (e) setting or altering the list price, and allowing for deviations from the list price (if permitted under applicable jurisdiction); (f) promotion and marketing as the Publisher considers most appropriate. All rights, title and interest, including all intellectual property or related rights in the typography, design and/or look-and-feel of the Contribution shall remain the exclusive property of and are reserved to the Publisher. All illustrations and any other material or tangible or intangible property prepared at the expense of the Publisher including any marketing materials remain, as between the Parties, the exclusive property of the Publisher. The provisions of this subclause shall continue to apply notwithstanding any termination of, and/or any reversion of rights in the Contribution to the Author, under this Agreement. Without prejudice to the Publisher's termination and other rights hereunder including under the Clause "The Author's Responsibilities", it is agreed and acknowledged by the Parties that nothing in this Agreement shall constitute an undertaking on the part of the Publisher to publish the Contribution unless and until: (i) any and all issues in relation to the Work (including all necessary revisions, consents and permissions) raised by the Publisher have been resolved to the Publisher’s satisfaction, and (ii) the Publisher has given written notice of acceptance in writing of the final manuscript of the entire Work to the Editor. If following (i) and (ii) above the Publisher has not published the Contribution in any form within a reasonable period and the Author has given written notice to the Publisher requiring it to publish within a further reasonable period and the Publisher has failed to publish in any form, then the Author may terminate this Agreement by one month's written notice to the Publisher and all rights granted by the Author to the Publisher under this Agreement shall revert to the Author (subject to the provisions regarding any third party rights under any subsisting licence or sub-licence in accordance with the Clause "Termination"). The Author may also give such written notice requiring publication on the same terms as above if the Publisher has published the Contribution but subsequently ceases publishing the Contribution in all forms so that it is no longer available. This shall be the Author's sole right and remedy in relation to such non-publication and is subject always to the Author's continuing obligations hereunder including the Clause "Warranty".

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