Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.
Appears in 7 contracts
Sources: Agreement for the Supply and Delivery of Goods, Agreement for the Supply and Delivery of Goods, Agreement for the Supply and Delivery of Goods
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Service Provider warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, all the delivery of the Goods Services in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Service Provider any direct or indirect benefit arising from this the Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; The SupplierService Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; It will maintain reasonable and appropriate organizational, administrative, physical, and technical safeguards to ensure the integrity and confidentiality of the information shared pursuant to this Agreement. The safeguards shall be designed to protect against any foreseeable threats or risks to the security and integrity of such information as well as the unauthorized access, use or disclosure thereof. If requested by IOM at any time during the term of this Agreement, the Service Provider shall provide IOM with copies of its policies, protocols, records, and other relevant materials implementing the safeguards; It has or shall take out relevant insurance coverage for the period the Supplies Services are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price Prices specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Service Provider shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Service Provider becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. ; It is not included in the most recent Consolidated United Nations Security Council Sanctions Consolidated List nor is it the subject of any sanctions or other temporary suspension. The Supplier Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. ; It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions Consolidated List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Service Provider determines there are credible allegations or suspicions that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier Service Provider shall ensure that this requirement is included in all subcontracts.
Appears in 7 contracts
Sources: Long Term Agreement for Services, Long Term Agreement for Services, Long Term Agreement for Services
Warranties. Section 15.01 The Supplier hereby represents and warrants that all Goods supplied under this Contract shall have no defect, arising upon Delivery:
(a) the Products are free from design, materials, or workmanship or from any act or omission Defects; and
(b) the packaging of the Supplier that may develop under normal use Products is as agreed between the Parties, and where the Parties have not made any particular agreement, is of market standard quality, complies with applicable Law and has the proper and full declaration necessary for its intended purpose. For the avoidance of doubt, the representations and warranties in this Section 15.01(b) shall not apply in respect of any non-conformance which according to the reasonable conclusion of the supplied Goods Parties has likely been caused by any repacking of the Products by the Recipient after Delivery.
Section 15.02 The warranty period shall, on a Product-by-Product basis, start upon Delivery in accordance with the Delivery Terms and end, by Product, concurrently with the end of the corresponding warranty and indemnities periods stated in the conditions prevailing in agreements between the country Recipient and its end customer as on the Effective Date (and any prolongations of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of such warranty and indemnity periods agreed between the most recent or current models Recipient and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform its end customers after the Effective Date to the specifications, drawings, samples, or other descriptions furnished or specified extent such prolongations have been approved by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any its reasonable discretion). The Recipient shall provide the Supplier with access to historical product data as reasonably necessary to address warranty contained claims.
Section 15.03 EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SUPPLIER DOES NOT PROVIDE ANY REPRESENTATION OR WARRANTY OF ANY KIND (EXPRESS OR IMPLIED) IN RESPECT OF THE PRODUCTS OR THEIR MANUFACTURE OR DELIVERY, AND ANY OTHER REPRESENTATIONS AND WARRANTIES THAT MAY BE IMPLIED BY STATUTE, PRECEDENTS OR OTHERWISE ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXCLUDED.
Section 15.04 The warranties set out in this Article 9.1 or 9.2 XV (and all related provisions of this Agreement. Upon receipt of such notice, ) shall apply retroactively and mutatis mutandis to any Products manufactured and delivered by the Supplier shall, within before the time period specified in Effective Date (so that the notice, repair or replace the defective Goods or parts thereof, without cost Recipient shall be entitled to IOM. IOM’s continued use of such Goods after notifying assert warranty claims against the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s in respect of any Defects or non-compliant packaging of Products delivered before the Effective Date); it being specified that the notification requirements and other customers; The Price specified processes set out in Article 3.1 IX shall not apply retroactively, provided that in respect of this Agreement any Defects discovered before the Effective Date, the Recipient shall constitute the sole remuneration of inform the Supplier (and follow the other processes set out in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or Article IX) without undue delay after the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsEffective Date.
Appears in 6 contracts
Sources: Contract Manufacturing Agreement (Phinia Inc.), Contract Manufacturing Agreement (Phinia Inc.), Contract Manufacturing Agreement (Phinia Inc.)
Warranties. The Supplier warrants You’re telling us that all Goods supplied you’re able to enter into this agreement and agreements with agencies, you have the consents and permissions you need, you consider this Agreement to be valid and binding, you've not offered inducements to officials, there's no collusion, you take system security seriously, you have the IP rights you need to provide your Services, and the information you provide is accurate.
10.1 You warrant, represent and undertake to us and each Purchasing Agency that:
(a) you have full power, capacity and authority to execute, deliver and perform your obligations under this Contract shall have no defectMarketplace Agreement and any Agency Purchase Agreement;
(b) you have, arising from designand will continue to have, materialsall necessary consents, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied permissions, licences and rights to enter into and perform your obligations under this Contract are newMarketplace Agreement and any Agency Purchase Agreement;
(c) this Marketplace Agreement constitutes your legal, unused, of the most recent or current models valid and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, binding obligations and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods enforceable in accordance with its terms;
(d) you have not offered and will not offer any inducement to any Official in connection with:
(i) entering into this Marketplace Agreement;
(ii) entering into any Agency Purchase Agreement; It or
(iii) entering into any Statement of Work under any Agency Purchase Agreement;
(e) in joining the Marketplace, providing information through the On-boarding Process and establishing your Pricing, such decisions and prices were arrived at independently and without collusion;
(f) where relevant, you have used and shall comply continue to use reasonable endeavours to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or trojans, spyware or other malware) into the Marketplace and the systems you use to interact with the Marketplace and to provide your Services;
(g) you own or have obtained valid licences for all applicable laws, ordinances, rules and regulations when performing its Intellectual Property Rights that are necessary to perform your obligations under this Agreementthe Marketplace Agreement and any Agency Purchase Agreement and shall maintain the same in full force and effect for the duration of the Marketplace Agreement and all Agency Purchase Agreements;
(h) the information you provide to us through the On-boarding Process is true, accurate, current and complete when provided; In all circumstances it shall act and
(i) the information you provide to Eligible Agencies through your Services Listings is true, accurate, current and complete.
10.2 The warranties, representations and undertakings set out in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, clause 10.1 above will be offered by, or will receive from deemed to be given by you continuously throughout the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring term of this Marketplace Agreement; The Supplier. We or our licensors own the IPR in content on the Marketplace website except your Services Listings and other content you may add. You own the IPR in that and you own the IPR in your pre- existing and independently developed works. Where relevant, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for ownership of IPR in deliverables depends on the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration terms of the Supplier Agency Purchase Agreements. You agree to license your content on the Marketplace website (e.g., your Services Listings) to us and Participating Agencies (this licence does not extend to your IP in connection with this Agreement. The Supplier shall not accept for its own benefit your actual Services).
10.3 You will promptly notify us if at any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension time during the term of this Agreement. It must not employMarketplace Agreement you breach any of the warranties, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List representations and all other applicable anti-terrorism legislation. If, during the term of undertakings in this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsclause 10.
Appears in 6 contracts
Sources: Collaborative Marketplace Agreement, Collaborative Marketplace Agreement, Collaborative Marketplace Agreement
Warranties. 11.1 The Supplier Contractor warrants that all the Goods supplied under this Contract shall have no defect, arising be free from defects in design, materials, workmanship and title, shall conform in all respects to the terms of this Agreement, shall be fit and suitable and perform satisfactorily for the purposes and under the conditions made known to the Contractor by the City or workmanship which were reasonably inferable. The Goods shall be at least equal to the higher of national standards or from any act codes (such as, by way of illustration, CSA or omission ASTM), or standards and codes customarily applicable at the place where the City will use the Goods. The Goods shall be of the Supplier that may develop under normal use best quality, if no quality is specified. This general warranty is independent of and without prejudice to any specific warranty or service guarantee offered by the Contractor or third party manufacturer or supplier of the supplied Goods in connection with the conditions prevailing in purpose for which the country of final destinationGoods were purchased. The Supplier warrants that all Goods supplied under this Contract are new, unused, Contractor shall assign to the City any warranty or service guarantee offered by a third party manufacturer or supplier of the most recent Goods. Notwithstanding this assignment, if at any time up to one year from the date of delivery or current models installation (if applicable) the City determines the Goods or any part do not conform to these warranties, the City shall notify the Contractor within a reasonable time after such discovery, and the Contractor shall then promptly correct such nonconformity at the Contractor's expense. Goods used to correct a nonconformity shall be similarly warranted for one year from the date of installation. The Contractor's liability shall extend to all liabilities, losses, damages, claims and expenses incurred by the City caused by any breach of any of the above warranties.
11.2 The Contractor warrants and guarantees that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods infringe any valid patent, copyright or trademark, foreign or domestic, owned or controlled by any other corporation, firm or person, and agrees to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute indemnify and save harmless the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge City and all of its obligations hereunder. The Supplier shall ensure that any subcontractorselected and appointed officials, as well as the officers, employees, servants, representatives and agents (collectively the "Indemnitees"), from and against any and all claims, demands, causes of either of themaction, similarlysuits, shall not receive any additional remuneration; It shall respect the losses, damages and costs, liabilities, expenses and judgments (including all actual legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware costs) by reason of any situation were IOM’s legal statusclaim, privileges action or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject litigation arising out of any sanctions alleged or other temporary suspension. The Supplier will disclose actual infringement of any patent, copyright or trademark, foreign or domestic, relating to IOM if it becomes subject to any sanction or temporary suspension during the term of Goods and Services supplied under this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.
Appears in 5 contracts
Sources: Request for Quotations, Request for Quotations, Request for Quotations
Warranties. 4.1 The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Service Provider warrants that: :
(a) It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, all the delivery of the Goods Services in accordance with this Agreement; ;
(b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; ;
(c) In all circumstances it shall act in the best interests of IOM; ;
(d) No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Service Provider any direct or indirect benefit arising from this the Agreement or award thereof; ;
(e) It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; ;
(f) The SupplierService Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; ;
(g) It has or shall take out relevant insurance coverage for the period the Supplies Services are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; ;
(h) The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Service Provider shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; ;
(i) It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Service Provider becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. ;
(j) It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. ;
(k) It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Service Provider determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier Service Provider shall ensure that this requirement is included in all subcontracts.
4.2 The Service Provider warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Service Provider shall immediately inform IOM of any suspicion that the following practice may have occurred or exist:
(a) a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution;
(b) a fraudulent practice, defined as any act or omission, including a misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM;
(c) a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit;
(d) a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract;
(e) an obstructive practice, defined as (i) deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information;
(f) any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities.
4.3 The Service Provider further warrants that it shall:
(a) Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (“SEA”) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement (“other personnel”). For the purpose of this Agreement, SEA shall include:
1. Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favours or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions;
2. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel;
(b) Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries;
(c) Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the person who has committed SEA;
(d) Ensure that the SEA provisions are included in all subcontracts;
(e) Adhere to above commitments at all times.
4.4 The Service Provider expressly acknowledges and agrees that breach by the Service Provider, or by any of the Service Provider’s employees, contractors, subcontractors or agents, of any provision contained in Articles 4.1, 4.2 or 4.3 of this Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this Agreement immediately on written notice without liability. In the event that IOM determines, whether through an investigation or otherwise, that such a breach has occurred then, in addition to its right to terminate the Agreement, IOM shall be entitled to recover from the Service Provider all losses suffered by IOM in connection with such breach.
Appears in 5 contracts
Sources: Service Agreement, General Service Agreement, Service Agreement
Warranties. 12.1 The Supplier warrants and undertakes that:
12.1.1 it will comply with the terms of all Contracts entered into by Participating Authorities under this Framework Agreement;
12.1.2 it will fully and promptly respond to all requests for information and/or requests for answers to questions regarding this Framework Agreement, the Goods and any Contracts, the Goods, any complaints and any Disputes at the frequency, in the timeframes and in the format as requested by the Authority from time to time (acting reasonably);
12.1.3 all information included within the Supplier’s responses to any documents issued by the Authority as part of the procurement relating to the award of this Framework Agreement (to include, without limitation, as referred to in the Specification and Terms of Offer) and all accompanying materials is accurate;
12.1.4 it has and shall as relevant maintain all rights, consents, authorisations, licences and accreditations required to enter into and comply with its obligations under this Framework Agreement;
12.1.5 it has the right and authority to enter into this Framework Agreement and that it has the capability and capacity to fulfil its obligations under this Framework Agreement;
12.1.6 it is a properly constituted entity and it is fully empowered by the terms of its constitutional documents to enter into and to carry out its obligations under this Framework Agreement and the documents referred to in this Framework Agreement;
12.1.7 all necessary actions to authorise the execution of and performance of its obligations under this Framework Agreement have been taken before such execution;
12.1.8 there are no pending or threatened actions or proceedings before any court or administrative agency which would materially adversely affect the financial condition, business or operations of the Supplier;
12.1.9 there are no material agreements existing to which the Supplier is a party which prevent the Supplier from entering into or complying with this Framework Agreement;
12.1.10 it has and will continue to have the capacity, funding and cash flow to meet all its obligations under this Framework Agreement;
12.1.11 where a court (or other competent authority) makes a finding or determination that any of the Intellectual Property Rights required for the purposes of supplying the Goods is invalid or unenforceable for whatever reason, it will promptly notify the Authority of the same;
12.1.12 it has satisfied itself as to the nature and extent of the risks assumed by it under this Framework Agreement and has gathered all information necessary to perform its obligations under this Framework Agreement and all other obligations assumed by it;
12.1.13 it shall:
(i) comply with all relevant Law and Guidance and shall use Good Industry Practice to ensure that there is no slavery or human trafficking in its supply chains:
(ii) comply with its Net Zero and Social Value Commitments; and
(iii) notify the Authority immediately if it becomes aware of any actual or suspected incidents of slavery or human trafficking in its supply chains; and
12.1.14 it shall at all times conduct its business in a manner that is consistent with any anti-slavery Policy of the Authority and shall provide to the Authority any reports or other information that the Authority may request as evidence of the Supplier’s compliance with this Clause 12.1.14 and/or as may be requested or otherwise required by the Authority in accordance with its anti-slavery Policy.
12.2 The Supplier warrants that all Goods supplied under this Contract information, data and other records and documents required by the Authority as set out in the Specification and Terms of Offer shall have no defect, arising from design, materials, or workmanship or from be submitted to the Authority in the format and in accordance with any act or omission timescales set out in the Specification and Terms of Offer.
12.3 The Supplier warrants and undertakes to the Authority that it shall comply with any eProcurement Guidance as it may apply to the Supplier and shall carry out all reasonable acts required of the Supplier that may develop under normal use of to enable the supplied Goods in the conditions prevailing in the country of final destination. Authority to comply with such eProcurement Guidance.
12.4 The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform undertakes to the specificationsAuthority that, drawingsas at the Commencement Date, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify it has notified the Supplier Authority in writing of any claims arising under Occasions of Tax Non-Compliance or any warranty contained litigation that it is involved in Article 9.1 or 9.2 that is in connection with any Occasions of this AgreementTax Non-Compliance. Upon receipt If, at any point during the Term, an Occasion of such noticeTax Non-Compliance occurs, the Supplier shall, within :
12.4.1 notify the time period specified Authority in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use writing of such Goods after notifying fact within five (5) Business Days of its occurrence; and
12.4.2 promptly provide to the Authority:
(i) details of the steps which the Supplier is taking to address the Occasion of their defect or failure Tax Non-Compliance and to conform or breach of warranty will not be considered a waiver of prevent the Supplier’s warranty. The Supplier further represents and warrants that: It has full title same from recurring, together with any mitigating factors that it considers relevant; and
(ii) such other information in relation to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery Occasion of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well Tax Non- Compliance as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsAuthority may reasonably require.
Appears in 4 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Warranties. 5.1 The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further Seller represents and warrants that: It has full title to the GoodsBuyer that each Seller Warranty is true, accurate and not misleading at the date of this Agreement (other than the Seller Warranty set out in Clause 5.4.4 which the Seller represents and warrants is fully qualified true, accurate and not misleading as at the applicable date thereunder). Immediately before Closing, the Seller is deemed to sell warrant to the Goods Buyer that each Seller Warranty is true, accurate and not misleading by reference to IOMthe facts and circumstances on each day before Closing (except that in the case of the Seller Warranty set out in Clause 5.4.4, the Seller’s deemed warranty is by reference to the facts and circumstances on each relevant day before Closing), and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with for this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act purpose only any references in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from Seller Warranties to the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 date of this Agreement shall constitute be construed as references to the sole remuneration relevant date. Unless otherwise set out in this Agreement, no other warranty is given by the Seller.
5.2 The Seller acknowledges that the Buyer is entering into this Agreement in reliance on each Seller Warranty which has also been given as a representation and with the intention of inducing the Supplier Buyer to enter into this Agreement. The Seller shall not invoke the Buyer’s constructive or imputed knowledge of a fact or circumstance which might make a Seller Warranty untrue, inaccurate or misleading as a defence to a claim for breach of Clause 5.1.
5.3 Each Seller Warranty is to be construed independently and (except where this Agreement provides otherwise) is not limited by a provision of this Agreement or another Warranty.
5.4 The Seller represents and warrants to the Buyer that:
5.4.1 the Seller is an entity duly organized and validly existing under the laws of its country of origin;
5.4.2 the Seller has the legal right, full power and authority, and has taken all action necessary, to execute, deliver and to exercise its rights, and perform its obligations, under this Agreement and any other documents to be executed by the Seller pursuant to or in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or which when executed will constitute valid and binding obligations on the discharge Seller;
5.4.3 the Seller is the sole beneficial owner of its obligations hereunder. The Supplier shall ensure that any subcontractorsthe Sale Shares, representing approximately 0.5542% of the issued share capital of the Company and all the Shares beneficially owned by the Seller as well as at the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term date of this Agreement. It must The Sale Shares are registered in the name of CNC BVI. There is no other person who has any legal or beneficial interest in the Sale Shares;
5.4.4 with effect from the earlier of the date on which the Seller has satisfied the Closing Condition set out in Clause 3.1.1 or the day immediately prior to Closing, and subject only to any waiver granted by the Buyer pursuant to Clause 3.4, the Seller has completed all necessary regulatory procedures and has received all required government approvals, permits, certificates and completed the required registrations for the purposes of the Acquisition as contemplated by Clause 3.1.1;
5.4.5 the Seller and/or its associates (as defined in the Listing Rules) has not employacquired any Shares, provide resources toother than the Sale Shares since the listing of the Company;
5.4.6 other than the rights of pre-emption of CNC Group referred to in Clause 3.1.2, supportthere is no Encumbrance, contract and there is no agreement, arrangement or otherwise deal obligation to create or give an Encumbrance, in relation to any of the Sale Shares, and no person has claimed to be entitled to an Encumbrance in relation to any of the Sale Shares;
5.4.7 all information about the Sale Shares which might be material for disclosure to a buyer of the Sale Shares has been disclosed to the Buyer in writing and such information is true, accurate and not misleading in any respect;
5.4.8 the execution and delivery of, and the performance by the Seller of its obligations under, this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement will not:
(a) result in a breach of any personprovision of the constitutional or organisational documents of the Seller;
(b) result in a breach of or give any third party a right to terminate or modify, entity or result in the creation of any Encumbrance under, any agreement, licence or other group associated with terrorism instrument or result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which the Seller or its nominee is a party or by which any of the Seller or its nominee or any of their respective assets is bound; or
(c) result in any breach of any contractual covenants to which the Seller is subject;
5.4.9 apart from the necessary regulatory procedures and the required government approvals, permits, certificates and registrations as per contemplated under Clause 3.1.1, the most recent Consolidated United Nations Security Council Sanctions List Seller is not required to obtain any other person’s consent in relation to the sale of the Sale Shares;
5.4.10 no petition has been presented or order made and all no meeting convened or resolution passed for the winding up or administration of the Seller or for a provisional liquidator to be appointed in respect of the Seller;
5.4.11 no distress, execution or other applicable anti-terrorism legislation. Ifprocess has been levied on any of the assets of the Seller, during and no judgment creditor nor any liquidator, provisional liquidator, receiver or an administrative receiver of the term Seller has been appointed and there is no reason to believe that such a person might be appointed;
5.4.12 no voluntary arrangement has been proposed in respect of the Seller; and
5.4.13 the Seller is not insolvent, or unable to pay its debts, and has not stopped paying its debts as they fall due, and no event analogous to any of the foregoing has occurred in or outside the Hong Kong.
5.5 The Buyer represents and warrants to the Seller that each Buyer Warranty is true, accurate and not misleading at the date of this Agreement. Immediately before Closing, the Implementing Partner determines there are credible allegations Buyer is deemed to warrant to the Seller that funds transferred each Buyer Warranty is true, accurate and not misleading by reference to it the facts and circumstances on each day before Closing, and for this purpose only, any references in accordance the Buyer Warranties to the date of this Agreement shall be construed as references to the relevant date. Unless otherwise set out in this Agreement, no other warranty is given by the Buyer.
5.6 The Buyer acknowledges that the Seller is entering into this Agreement in reliance on each Buyer Warranty which has also been given as a representation and with the intention of inducing the Seller to enter into this Agreement. The Buyer shall not invoke the Seller’s constructive or imputed knowledge of a fact or circumstance which might make a Buyer Warranty untrue, inaccurate or misleading as a defence to a claim for breach of Clause 5.5.
5.7 The Buyer represents and warrants to the Seller that:
5.7.1 the Buyer is a corporation duly organized and validly existing under the laws of its country of origin; and
5.7.2 the Buyer has the legal right, full power and authority, and has taken all action necessary, to execute, deliver and to exercise its rights, and perform its obligations, under this Agreement and any other documents to be executed by the Buyer pursuant to or in connection with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorismAgreement, it which when executed will inform IOM immediately who in consultation with constitute valid and binding obligations on the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsBuyer.
Appears in 4 contracts
Sources: Share Purchase Agreement (Telefonica S A), Share Purchase Agreement (Telefonica S A), Share Purchase Agreement (Telefonica S A)
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Implementing Partner warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company an organization financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, the delivery of the Goods all activities in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Implementing Partner any direct or indirect benefit arising from this the Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; The SupplierImplementing Partner, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; It will maintain reasonable and appropriate organizational, administrative, physical, and technical safeguards to ensure the integrity and confidentiality of the information shared pursuant to this Agreement. The safeguards shall be designed to protect against any foreseeable threats or risks to the security and integrity of such information as well as the unauthorized access, use or disclosure thereof. If requested by IOM at any time during the term of this Agreement, the Implementing Partner shall provide IOM with copies of its policies, protocols, records, and other relevant materials implementing the safeguards; It has or shall take out relevant insurance coverage for the period the Supplies activities are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price Contribution specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Implementing Partner shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Implementing Partner shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Implementing Partner becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. ; It is not included in the most recent Consolidated United Nations Security Council Sanctions Consolidated List nor is it the subject of any sanctions or other temporary suspension. The Supplier Implementing Partner will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. ; It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Consolidated List (the “UN Sanctions List List”) and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations and suspicions that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier Implementing Partner shall ensure that this requirement is included in all subcontracts. The Implementing Partner warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Implementing Partner shall immediately inform IOM of any allegation or suspicion that the following practice may have occurred or exist: fraudulent practice, defined as any act or omission, including misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, a natural or legal person in the procurement process or the execution of a contract party to obtain a financial gain or other benefit, or to avoid an obligation or in such a way as to cause a detriment to IOM; corrupt practice defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another natural or legal person in the procurement process or in contract execution, such as through bribery; collusive practice defined as an arrangement between two or more bidders, or other natural or legal persons designed to achieve an improper purpose, including influencing improperly the actions of another natural or legal person or artificially altering the results of the procurement process to obtain a financial gain or other benefit; coercive practice defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any natural or legal person or the property of any such person to influence improperly its actions or impact the execution of a contract; obstructive practice defined as acts or omissions intended to materially impede the exercise of IOM’s contractual rights of audit, investigation and/or access to information, including deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; unethical practice defined as a practice contrary to the IOM Unified Staff Regulations and Rules or UN Supplier Code of Conduct, such as those relating to conflict of interest, gifts, hospitality, post-employment provisions, abuse of authority, harassment, discriminatory or exploitative practices or practices inconsistent with the rights set forth in the Convention on the Rights of the Child; money laundering practice defined as the conversion or transfer of property knowing that such property is derived from any offence(s), for the purpose of concealing or disguising the illicit origin of the property or of assisting any persons who are involved in such offence(s) to evade the legal consequences of their actions. Property shall include, but not be limited to money.
Appears in 4 contracts
Sources: Project Implementation Agreement, Project Implementation Agreement, Project Implementation Agreement
Warranties. The Supplier In addition to Seller’s customary warranties, any express warranties set forth elsewhere in this purchase order or in the Supply Agreement and any statutory warranties or any warranties implied by law, Seller warrants that (i) all Goods supplied under this Contract material delivered hereunder shall strictly conform to (A) representations and warranties set forth herein or in the Supply Agreement or otherwise made by Seller, and (B) all relevant drawings, designs, descriptions, specifications and samples, including, without limitation, any drawings, designs, descriptions, specifications or samples set forth on the purchase order or in the Supply Agreement or attached hereto or thereto or delivered by Buyer to Seller, and (C) all requirements, specifications, and standards of Buyer's customers; (ii) all material delivered hereunder will be new and of the highest quality and free from defects (including, without limitation, defects in materials and workmanship, and design when design is Seller’s responsibility); (iii) sale and use of materials delivered hereunder, either alone or in combination with other materials, will not infringe or contribute to the infringement of any patents, trademarks, copyrights or other intellectual property or proprietary right in the United States or any foreign country, and the sale and use thereof will not constitute unfair competition resulting from similarity of design, trademark or appearance; (iv) all materials delivered hereunder may be properly imported into the United States and any other country; (v) upon delivery, Buyer shall receive good title to all materials delivered hereunder, free and clear of any liens, claims and other encumbrances; (vi) all materials delivered hereunder shall be merchantable, safe and fit for Buyer's and its customer's intended purposes, which purposes Seller acknowledges are known to it, and shall comply with all requirements of Buyer's customers; (vii) all materials delivered hereunder shall be adequately contained, packaged, marked and labeled; (viii) all services performed by Seller hereunder shall be performed in a competent and workmanlike manner; and (ix) all materials delivered hereunder shall be manufactured in compliance with all applicable federal, state, local and foreign laws, rules, regulations, and all labeling, transporting, licensing, approval and certification requirements in the United States or any other country where the materials will be sold or used. These warranties shall indefinitely survive any inspection, testing, delivery, acceptance, use and payment and shall inure to the benefit of Buyer, its successors, assigns, customers and the users of Buyer's goods and services. These warranties may not be limited or disclaimed. If Buyer experiences any breaches of the foregoing warranties, Buyer shall have no defectthe right, arising from designin addition to exercising all other rights Buyer may have under any applicable law or at equity, materialsand in addition to Buyer's rights to indemnification as provided elsewhere in this purchase order, to take the following actions, at Buyer’s option: (i) retain the defective materials in whole or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in part with an appropriate adjustment in the conditions prevailing price for the materials; (ii) require Seller to promptly repair or replace the defective materials in the country of final destination. The Supplier warrants that whole or in part at Seller’s sole expense, including all Goods supplied under this Contract are newshipping, unused, of the most recent or current models transportation and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified installation costs (which if requested by IOM. IOM Buyer shall be completed promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the noticeby Seller); (iii) correct, repair or replace the defective Goods materials with similar materials and recover the total cost relating thereto from Seller, including the cost of product recalls; or parts thereof(iv) reject the defective materials (and store or return the defective materials at Seller's risk and expense). Seller's warranties hereunder run to Buyer, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver its dealers, customers and users of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsmaterials.
Appears in 4 contracts
Sources: Purchase Order, Purchase Order, Purchase Order
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission 11.1 Each of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier Parties represents, warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform undertakes to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty that:
(a) it will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws;
(b) it will not do or say anything which negatively impacts the reputation of the other; and
(c) it has full capacity and authority, ordinancesand all necessary consents, rules licences and regulations when performing permissions to enter into and perform its obligations under this Delegation Agreement; In , and that this Delegation Agreement is executed by its duly authorised representative.
11.2 As a condition of delegation the RSB represents warrants and undertakes to the FRC that the RSB’s Rules:
(a) require its Registered Auditors to be subject to and comply with the FRC Procedures;
(b) specify that monitoring and enforcement of all circumstances it shall act Retained Tasks and all Reclaimed Tasks will be performed by the FRC;
(c) in the best interests case of IOMReclaimed Tasks permit the FRC (and any Replacement RSB to which a Reclaimed Task has been delegated) to apply:
(i) the RSB’s Rules; No officialor
(ii) its own rules, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring conduct of that Reclaimed Task; and
(d) in the case of Retained Tasks and Reclaimed Tasks provide that an obligation which a statutory auditor or statutory audit firm has by virtue of the RSB’s Rules is an obligation owed to the FRC or the Replacement RSB, as applicable.
11.3 The RSB undertakes that it will:
(a) perform its obligations under this Agreement; The SupplierDelegation Agreement with the skill, its staff or shareholders have not previously been declared by IOM ineligible care and diligence to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for expected of a recognised statutory body acting reasonably;
(b) perform the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it Delegated Tasks in accordance with this Agreement have been used the Conditions of Delegation;
(c) adequately resource the performance of the Delegated Tasks with appropriately skilled personnel;
(d) organise itself in such a manner that conflicts of interest are avoided;
(e) implement and maintain appropriate continuity arrangements and provide the FRC with such information as it reasonably requires from time to provide support time concerning such continuity arrangements; and
(f) not amend or assistance vary the RSB’s Rules in relation to individuals or entities associated with terrorism, it will inform IOM immediately who the matters in consultation with clause 11.2 without the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsFRC’s prior written approval.
Appears in 4 contracts
Sources: Delegation Agreement, Delegation Agreement, Delegation Agreement
Warranties. The Supplier Assignor hereby warrants and covenants that (i) except for the rights and interests of the Airport Lessor under the Lease, Assignor is now the sole owner of all Goods supplied rights and interests in and to the Assigned Premises, (ii) the Lease[, as it relates to the Assigned Premises,] is in full force and effect, (iii) Assignor has complied with all terms and provisions of the Lease [as it relates to the Assigned Premises] and same is not currently in default and Assignor knows of no condition which with the passage of time or giving of notice might constitute a default under the Lease by any party, and (iv) the Assigned Premises and the Lease [, insofar as it relates to the Assigned Premises,] are free from all liens and encumbrances. A copy of the Lease (and all amendments thereto) are attached as Annex 2. Subject to the foregoing, Assignee accepts the Assigned Premises and equipment thereon “AS IS” and acknowledges that there is, with respect to the Assigned Premises and equipment thereon, NO WARRANTY, REPRESENTATION, OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF HABITABILITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, and that none shall be implied by law. Except as stated in this Contract Agreement, Assignee acknowledges that Assignor has made no representations with respect to the Assigned Premises or equipment. Final determination of the suitability of the Assigned Premises or equipment for the use contemplated by Assignee is the sole responsibility of Assignee, and Assignor shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier responsibility in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractssuitability.
Appears in 4 contracts
Sources: Capacity Purchase Agreement (Mesa Air Group Inc), Capacity Purchase Agreement (Mesa Air Group Inc), Capacity Purchase Agreement (Mesa Air Group Inc)
Warranties. (a) In addition to any warranties otherwise set forth in this Contract, Supplier expressly warrants that all Products will
(i) conform to Supplier's specifications and to all other agreed-upon specifications, drawings, samples or descriptions, and all applicable laws, regulations and other governmental requirements in force in countries where Products or products equipped with such Products are to be installed or sold; (ii) be merchantable, of good material and workmanship and free from defects in workmanship, material or design; (iii) be fit for their intended purpose and operate as intended; (iv) be free and clear of all liens, security interests or other encumbrances; and (iv) not infringe or misappropriate any third party's patent or other intellectual property rights. The warranties set out in (iv) and (v) will carry on in perpetuity and the warranties set out in (i), (ii) and (iii) will be effective for the longer of: (A) the period provided by applicable law where the Products are used (and the applicable statute of limitations is to run from the date of Buyer's discovery of the non-compliance of the Products with the applicable warranties); or (B) the warranty period provided by Buyer to its customers (the “Warranty Period”). Supplier shall repair any defects during the applicable Warranty Period at Supplier’s cost and expense (including, without limitation, for all parts, labor and transportation costs) as soon as is feasible after being notified of any such d efect by Buyer.
(b) In carrying out any services in connection with this Contract (the “Services”), Supplier warrants that all Goods supplied Services will be performed in a professional, timely and workmanlike manner, and that it will ensure that the best technical practices, skills, procedures, care and judgment are employed in performing the Services, using personnel of required skill, experience and qualifications. With respect to any Services subject to a claim under this warranty, Supplier shall, at Buyer’s option, (i) correct or re-perform the applicable Services so that they conform to this warranty, or (ii) credit or refund the price of such Services at a reasonable pro rata rate, as determined by Buyer, acting reasonably.
(c) The warranties and remedies contained herein supplement the warranties and remedies provided by applicable laws and regulations, which shall not be disclaimed or limited. All warranties contained in this Contract shall have no defectcontinue on and survive any delivery, arising from designinspection, materialsacceptance, or workmanship payment by Buyer, and all remedies in respect of such warranties shall be available to Buyer, its affiliates, and their customers. As may be applicable, Supplier warrants the Products will meet or from any act or omission of exceed the Supplier that may develop under normal use of the supplied Goods failure rate and/or reliability requirements set forth in the conditions prevailing in the country applicable specifications. A failure rate of final destination2% or higher for any cause or group of causes of Buyer’s population or lot of a particular Product shall be deemed an epidemic failure. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models Claims and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, rates for non-compliance will be offered by, or will receive established from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage Buyer's service records for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdictionProduct. In the event that the Supplier becomes aware of any situation were IOM’s legal statusnon-compliance, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose (i) correct the cause on all Products to IOM if it becomes subject be shipped thereafter and (ii) repair or replace (with new, not repaired or refurbished Product) all affected Products shipped within the previous 48 months or pay Buyer its costs of remedying the non-compliance, at Buyer’s option. If the Product is for resale, Supplier acknowledges that Buyer may make similar warranties to its customers in reliance upon the foregoing.
(d) With respect to any sanction Products or temporary suspension Services which have been repaired, replaced or re-performed during the term Warranty Period, a new Warranty Period will begin from the date of this Agreement. It must not employsuch repair, provide resources to, support, contract replacement or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable antire-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsperformance.
Appears in 4 contracts
Sources: Purchase Order Agreement, Purchase Order Agreement, Purchase Order Agreement
Warranties. The Supplier (1) By the delivery and sale of each such Crop Time Note under the provisions of Section 3E.02 or Section 3E.03, the Cooperative warrants that all Goods supplied under this Contract shall have no defect, to Statesman that:
(a) It has good title to such Crop Time Note or is authorized to obtain payment on behalf of one who has good title and the sale and transfer thereof are otherwise rightful;
(b) Each such Crop Time Note is a binding obligation arising from design, materials, the sale of merchandise or workmanship services by the Cooperative in the ordinary course of business as described in the Note to a person or from any act or omission entity specified therein as the obligor and constitutes the valid and legally binding obligation of such obligor enforceable in accordance with its terms; such Note states the full agreement of the Supplier that may develop under normal use parties and arises out of legally sufficient consideration;
(c) All signatures on such Crop Time Note are genuine or authorized and all obligors thereon have the capacity to execute such Note;
(d) Such Crop Time Note has not been materially altered;
(e) No obligor on such Crop Time Note has any defense, set off or counterclaim against the Cooperative which is good against it;
(f) The conduct of the supplied Goods Cooperative in making the sale out of which each Note arose was in all material respects in compliance with all applicable laws and was not induced by fraud, false or misleading representations or any other manner of unfair or deceptive trade practices or other unlawful conduct;
(g) All credit information concerning the obligors on such Notes was obtained and recorded in strict compliance with all applicable state and federal laws, and the Cooperative has no reason to believe that any such information is false, misleading or incomplete in any respect;
(h) All current credit information with respect to such obligors has been accurately reported to Statesman;
(i) The Crop Time Note forms provided by Statesman have not been altered, modified or supplemented in any respect;
(j) All information required to be disclosed in such forms has been accurately recorded therein and to the extent applicable, the Cooperative has complied with the Truth-in-Lending Act and all other applicable disclosure laws, federal and state;
(k) No fee has been charged with respect to any Note and no such Note includes any deferred payment price or other charge which violates any applicable usury law or consumer protection law;
(l) Such Crop Time Note contains all of the terms and conditions of the obligation of the obligors evidenced thereby and the Cooperative has not entered into any other agreement with the obligor with respect to such Note and has not waived or agreed to waive any term or condition contained in the conditions prevailing form or taken any other action which might result in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, any constructive or implied waiver or modification thereof;
(m) All aspects of the most recent or current models sale out of which such Crop Time Note arose have been in strict compliance with all applicable consumer protection acts and that they incorporate regulations, including without limitation the Truth-in-Lending Act, the Equal Credit Opportunity Act and any applicable state law;
(n) All applicants for credit have been given all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform notices required by applicable law;
(o) The Cooperative has no knowledge of any insolvency proceeding involving any party obligated on such Crop Time Note; and
(p) Such Crop Time Note is not subject to the specificationsany claim, drawingslien, samplessecurity interest, charge or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier encumbrance in writing favor of any claims arising under one other than the Cooperative and Statesman, and the Cooperative has not offered such Note for sale to any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. purchaser other than Statesman.
(2) The Supplier Cooperative further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In and shall be solvent at the event that the Supplier becomes aware time of each sale of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsCrop Time Note.
Appears in 4 contracts
Sources: Revolving Credit Agreement (Southern States Capital Trust I), Financing Services and Contributed Capital Agreement (Southern States Cooperative Inc), Financing Services and Contributed Capital Agreement (Southern States Capital Trust Ii)
Warranties. 14.1 The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to :
(a) the Goods, is fully qualified to sell Services will be supplied in an efficient manner in accordance with all Legislative Requirements;
(b) the Goods to IOMServices strictly comply with the Specifications;
(c) the Services are free from all Defects;
(d) the Services do not infringe any IP Rights of third parties;
(e) the Supplier will, and is ensure its Personnel will, exercise the standards of diligence, due care and skill normally exercised by a company financially sound prudent and duly licensedsimilarly qualified and competent supplier supplying equivalent services;
(f) the Services are fit for the purpose for which services of the same kind are commonly supplied and for any other purpose described in the Contract documents;
(g) all Personnel are appropriately qualified., competent and skilled to perform the relevant part of the Services in respect of which they are engaged;
(h) any equipment used on-Site by the Supplier will be in a safe working condition and comply with adequate human resources, equipment, competence, expertise all Legislative Requirements and skills necessary to carry out fully be operated by suitably qualified and satisfactorily, within competent Personnel;
(i) all Goods match the stipulated completion period, the delivery description of the Goods in accordance the Purchase Order and its attachments;
(j) if the Supplier gave PIC a sample of Goods before PIC issued the Purchase Order, all Goods correspond with this Agreementthe sample;
(k) all Goods are of new and of merchantable quality; It shall comply with and
(l) all applicable laws, ordinances, rules Goods are completely owned by the Supplier and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests will be supplied to PIC free of IOM; No official, employee or agent of IOM or any third party has received frominterests, will be offered byliens, charges or will receive from encumbrances.
14.2 The Supplier must immediately rectify or replace at PIC’s option and at Supplier’s sole cost any Defective Services discovered within 15 months after supply or 12 months after the Services are first used or enter into the service for which they are purchased, whichever occurs first.
14.3 If PIC reasonably considers that it is necessary to immediately rectify or replace Defective Services then PIC is not obliged to give the Supplier any direct an opportunity to rectify or indirect benefit arising from this Agreement replace such Services before PIC does so or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible causes a third party to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreementso. The Supplier shall must reimburse PIC for the full cost of such replacement or rectification.
14.4 The Supplier’s obligation to replace or rectify Defective Services is cumulative of other remedies available to PIC.
14.5 The Supplier must ensure that PIC has the full benefit of any manufacturer’s warranties that may be applicable to the Services and the Supplier must pursue any manufacturer’s warranties on PIC’s behalf if PIC requests.
14.6 If the Supplier has replaced or rectified Defective Services, the rectified or replacement Services must be subject to the same warranty period as the original Services, from the date of rectification or replacement.
14.7 If PIC elects to accept Defective Services, such election does not bind PIC to accept for its own benefit any trade commission, discount other Defective Services and does not affect any of PIC’s other rights under the Contract in respect of those Replacement Services.
14.8 PIC may assign any or similar payment in connection with activities pursuant all of the above warranties to this Agreement or the discharge any of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, clients or related companies and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose consents to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractssuch assignment.
Appears in 4 contracts
Sources: Purchase Order Agreement, Purchase Order Agreement, Purchase Order Agreement
Warranties. 10.1 The Supplier warrants and undertakes that:
10.1.1 it has, and shall ensure its Staff shall have, and shall maintain throughout the Term, all appropriate licences and registrations with the relevant bodies to fulfil its obligations under this Contract;
10.1.2 it has all rights, consents, authorisations, licences and accreditations required to provide the Services and shall maintain such consents, authorisations, licences and accreditations throughout the Term;
10.1.3 it has and shall maintain a properly documented system of quality controls and processes covering all aspects of its obligations under this Contract and/or under Law, Guidance and Good Industry Practice and shall at all times comply with such quality controls and processes;
10.1.4 it shall not make any significant changes to its system of quality controls and processes in relation to the Services without notifying the Authority in writing at least twenty one (21) days in advance of such change (such notice to include the details of the consequences which follow such change being implemented);
10.1.5 where any act of the Supplier requires the notification to and/or approval by any regulatory or other competent body in accordance with any Law, Guidance, and/or Good Industry Practice, the Supplier shall comply fully with such notification and/or approval requirements;
10.1.6 receipt of the Services by or on behalf of the Authority and use of the deliverables or of any other item or information supplied or made available to the Authority as part of the Services will not infringe any third party rights, to include without limitation any Intellectual Property Rights;
10.1.7 it will comply with all Law, Guidance, Good Industry Practice, Policies and the Supplier Code of Conduct in so far as is relevant to the provision of the Services;
10.1.8 it will provide the Services using reasonable skill and care and in accordance with Good Industry Practice and shall fulfil all requirements of this Contract using appropriately skilled, trained and experienced staff;
10.1.9 unless otherwise set out in the Specification and Tender Response Document and/or as otherwise agreed in writing by the Parties, it has and/or shall procure all resources, equipment, consumables and other items and facilities required to provide the Services;
10.1.10 without limitation to the generality of Clause 10.1.7 of this Schedule 2, it shall comply with all health and safety processes, requirements safeguards, controls, and training obligations in accordance with its own operational procedures, Law, Guidance, Policies, Good Industry Practice, the requirements of the Specification and Tender Response Document and any notices or instructions given to the Supplier by the Authority and/or any competent body, as relevant to the provision of the Services and the Supplier’s access to the Premises and Locations in accordance with this Contract;
10.1.11 without prejudice to any specific notification requirements set out in this Contract, it will promptly notify the Authority of any health and safety hazard which has arisen, or the Supplier is aware may arise, in connection with the performance of the Services and take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by such hazards;
10.1.12 any equipment it uses in the provision of the Services shall comply with all relevant Law, Guidance, and Good Industry Practice, be fit for its intended purpose and maintained fully in accordance with the manufacturer’s specification and shall remain the Supplier’s risk and responsibility at all times;
10.1.13 unless otherwise confirmed by the Authority in writing (to include, without limitation, as part of the Specification and Tender Response Document), it will ensure that any products purchased by the Supplier partially or wholly for the purposes of providing the Services will comply with requirements five (5) to eight (8), as set out in Annex 1 of the Cabinet Office Procurement Policy Note - Implementing Article 6 of the Energy Efficiency Directive (Action Note 07/14 3rd June 2014), to the extent such requirements apply to the relevant products being purchased;
10.1.14 it shall use Good Industry Practice to ensure that any information and communications technology systems and/or related hardware and/or software it uses are free from corrupt data, viruses, worms and any other computer programs or code which might cause harm or disruption to the Authority's information and communications technology systems;
10.1.15 it shall (comply with its Net Zero and Social Value Commitments;
10.1.16 it shall provide to the Authority any information that the Authority may request as evidence of the Supplier’s compliance with Clause 10.1.15 of this Schedule 2;
10.1.17 it will fully and promptly respond to all requests for information and/or requests for answers to questions regarding this Contract, the provision of the Services, any complaints and any Disputes at the frequency, in the timeframes and in the format as requested by the Authority from time to time (acting reasonably);
10.1.18 all information included within the Supplier’s responses to any documents issued by the Authority as part of the procurement relating to the award of this Contract (to include, without limitation, as referred to in the Specification and Tender Response Document and Commercial Schedule) and all accompanying materials is accurate;
10.1.19 it has the right and authority to enter into this Contract and that it has the capability and capacity to fulfil its obligations under this Contract;
10.1.20 it is a properly constituted entity and it is fully empowered by the terms of its constitutional documents to enter into and to carry out its obligations under this Contract and the documents referred to in this Contract;
10.1.21 all necessary actions to authorise the execution of and performance of its obligations under this Contract have been taken before such execution;
10.1.22 there are no pending or threatened actions or proceedings before any court or administrative agency which would materially adversely affect the financial condition, business or operations of the Supplier;
10.1.23 there are no material agreements existing to which the Supplier is a party which prevent the Supplier from entering into or complying with this Contract;
10.1.24 it has and will continue to have the capacity, funding and cash flow to meet all its obligations under this Contract; and
10.1.25 it has satisfied itself as to the nature and extent of the risks assumed by it under this Contract and has gathered all information necessary to perform its obligations under this Contract and all other obligations assumed by it.
10.2 The Supplier warrants that all Goods supplied under information, data and other records and documents required by the Authority as set out in the Specification and Tender Response Document shall be submitted to the Authority in the format and in accordance with any timescales set out in the Specification and Tender Response Document.
10.3 Without prejudice to the generality of Clause 10.2 of this Contract shall have no defectSchedule 2, arising from design, materialsthe Supplier acknowledges that a failure by the Supplier following the Actual Services Commencement Date to submit accurate invoices and other information on time to the Authority may result in the commissioner of health services, or workmanship other entity responsible for reimbursing costs to the Authority, delaying or failing to make relevant payments to the Authority. Accordingly, the Supplier warrants that, from the Actual Services Commencement Date, it shall submit accurate invoices and other information on time to the Authority.
10.4 The Supplier warrants and undertakes to the Authority that it shall comply with any act or omission eProcurement Guidance as it may apply to the Supplier and shall carry out all reasonable acts required of the Supplier that may develop under normal use of to enable the supplied Goods in the conditions prevailing in the country of final destination. Authority to comply with such eProcurement Guidance.
10.5 The Supplier warrants and undertakes to the Authority that, as at the Commencement Date, it has notified the Authority in writing of any Occasions of Tax Non-Compliance or any litigation that all Goods supplied it is involved in that is in connection with any Occasions of Tax Non-Compliance. If, at any point during the Term, an Occasion of Tax Non-Compliance occurs, the Supplier shall:
10.5.1 notify the Authority in writing of such fact within five (5) Business Days of its occurrence; and
10.5.2 promptly provide to the Authority:
(i) details of the steps which the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and
(ii) such other information in relation to the Occasion of Tax Non- Compliance as the Authority may reasonably require.
10.6 The Supplier further warrants and undertakes to the Authority that it will inform the Authority in writing immediately upon becoming aware that any of the warranties set out in Clause 10 of this Schedule 2 have been breached or there is a risk that any warranties may be breached.
10.7 Any warranties provided under this Contract are new, unused, both independent and cumulative and may be enforced independently or collectively at the sole discretion of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsenforcing Party.
Appears in 4 contracts
Sources: NHS Terms and Conditions for the Provision of Services, NHS Terms and Conditions for the Provision of Services, NHS Terms and Conditions for the Provision of Services
Warranties. 10.1 The Supplier warrants, represents and undertakes to the Authority and NHS England that:
10.1.1 the Equipment shall be suitable for the purposes as referred to in the MIA Call-Off Agreement, be of satisfactory quality, fit for its intended purpose and shall comply with the standards and requirements set out in any user manuals or other information provided to the Authority by the Supplier relating to the Equipment;
10.1.2 at the point of delivery to the Authority, the Equipment shall be:
(i) free of any form of contamination;
(ii) free of any Personal Data; and it has ensured that the transport and delivery of the Equipment means that it is delivered in good and useable condition;
10.1.3 where there is any instruction information, including without limitation user information, that accompanies the Equipment, these must be in the English language (or a full English language translation shall be made available), and has provided this to the Authority and the Supplier shall also provide updated copies should the instruction information change at any time during the period of any loan of the Equipment by the Authority;
10.1.4 any equipment it uses for the purposes of the delivery, installation, commissioning, maintenance, repair or removal of the Equipment shall comply with all relevant requirements under Law and Guidance, be fit for its intended purpose and maintained fully in accordance with the manufacturer’s specification and shall remain the Supplier’s risk and responsibility at all times;
10.1.5 without prejudice to the requirements of Clause 6 above, it has and will maintain appropriate insurance relating to the Equipment in order to ensure that any ongoing public and/or product liability it has or may have arising out of any MIA Call- Off Agreements shall continue to be the subject of appropriate insurance arrangements until such date as that liability may reasonably be considered to have ceased to exist and shall provide the Authority and/or NHS England with details of such insurance together with confirmation of any policy changes and/or renewals upon request;
10.1.6 it has and shall as relevant maintain all rights, consents, authorisations, licences and accreditations required to supply (in the form of a loan or transfer as specified in the MIA Call-Off Agreement) the Equipment to the Authority and for the Authority to use such Equipment for its intended purpose as set out in the MIA Call-Off Agreement;
10.1.7 where any act of the Supplier requires the notification to and/or approval by any regulatory or other competent body in accordance with any Law and Guidance, the Supplier shall comply fully with such notification and/or approval requirements;
10.1.8 receipt of the Equipment by or on behalf of the Authority and use of the Equipment and/or of any other item or information supplied or made available to the Authority will not infringe any third party rights, to include without limitation any intellectual property rights;
10.1.9 it will comply with all Law, Guidance and Policies in so far as is relevant to the supply of the Equipment and/or the provision of any related services and/or the removal of the Equipment;
10.1.10 it will provide any services using reasonable skill and care and in accordance with Good Industry Practice;
10.1.11 it will promptly notify the Authority of any health and safety hazard which has arisen, or the Supplier is aware may arise, in connection with the Equipment and take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by such hazards;
10.1.12 it shall use Good Industry Practice to ensure that any information and communications technology, hardware and/or software forming part of the Equipment shall be free from corrupt data, viruses, worms and other computer programs or code which might cause harm or disruption to the Authority’s information and communications technology systems;
10.1.13 it will keep full and detailed records in relation to all matters relating to an MIA Call-Off Agreement (to include, without limitation, the Equipment supplied (including serial numbers) and the purpose of the Equipment and the reason for the loan or transfer) and shall promptly respond to all requests by the Authority or NHS England for further information regarding an MIA Call-Off Agreement and/or any Equipment, its purpose and the reason for the loan or transfer;
10.1.14 it will comply in full with the terms of the Overarching Master Indemnity Agreement;
10.1.15 it has the right and authority to enter into the MIA Call-Off Agreement and that it has the capability and capacity to fulfil its obligations under the MIA Call-Off Agreement;
10.1.16 it is a properly constituted entity and it is fully empowered by the terms of its constitutional documents to enter into and to carry out its obligations under the MIA Call-Off Agreement and the documents referred to in these MIA Terms and Conditions;
10.1.17 it shall comply fully with these MIA Terms and Conditions in relation to the supply of Equipment to the Authority; and
10.1.18 it has not been in breach of any Cybersecurity Requirements or has been the subject of any NIS Incident which should have been notified to the Authority.
10.2 Unless otherwise agreed with the Authority in writing, where the importation, supply, delivery, installation, maintenance and/or removal of the Equipment under the MIA Call-Off Agreement relates to medical devices (as defined under any relevant Law and Guidance), the Supplier warrants and undertakes that it will comply with any such Law and Guidance relating to such activities in relation to such medical devices. In particular, but without limitation, the Supplier warrants that at the point such Equipment is supplied to the Authority, all Goods supplied under this Contract such Equipment which are medical devices shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants valid CE marking as required by Law and Guidance and that all Goods supplied relevant marking, authorisation, registration, approval and documentation requirements as required under this Contract are new, unused, of the most recent or current models Law and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform Guidance relating to the specificationssale, drawingsmanufacture, samplesassembly, importation, storage, distribution, supply, delivery or other descriptions furnished or specified by IOMinstallation of such Equipment shall have been complied with. IOM shall promptly notify Without limitation to the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 foregoing provisions of this Agreement. Upon receipt of such noticeClause 10.2, the Supplier shall, within upon written request from the time period specified in Authority, make available to the noticeAuthority evidence of the grant of such valid CE marking, repair and evidence of any other authorisations, registrations, approvals or replace documentation required.
10.3 The Supplier shall provide the defective Goods Authority with written evidence of the safety of the Equipment, drawing attention to any failures to comply with relevant European or parts thereofBritish Standard Specifications or Regulatory or Supervisory Body specifications or aspects of safety that have not been fully tested. In these circumstances, without cost to IOM. IOM’s continued any restrictions on the use of such Goods after notifying the Equipment necessary to ensure the safety of patients or others shall be confirmed by the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver the Authority as part of the Supplier’s warranty. usage instructions for that item of Equipment.
10.4 The Supplier further represents warrants and warrants that: It has full title undertakes to the Goods, is fully qualified to sell Authority and the Goods to IOM, NHS England that it will inform the Authority and NHS England in writing immediately upon becoming aware that any of the warranties set out in this Clause 10 and/or elsewhere as part of any MIA Call-Off Agreement have been breached or there is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or risk that any third party has received from, will such warranties may be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are breached.
10.5 Any warranties provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute Clause 10 are both independent and cumulative and may be enforced independently or collectively at the sole remuneration discretion of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsenforcing party.
Appears in 4 contracts
Sources: Master Indemnity Agreement, Indemnification & Liability, Indemnification & Liability
Warranties. 9.1 The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. .
9.2 The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. .
9.3 IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. .
9.4 The Supplier further represents and warrants that: :
(a) It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; ;
(b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; ;
(c) In all circumstances it shall act in the best interests of IOM; ;
(d) No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; ;
(e) It has not misrepresented or concealed any material facts in the procuring of this Agreement; ;
(f) The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; ;
(g) It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; ;
(h) The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; ;
(i) The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; ;
(j) It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. .
(k) It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. .
(l) It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-anti- terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.
9.5 The Supplier warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Supplier shall immediately inform IOM of any suspicion that the following practice may have occurred or exist:
(a) a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution;
(b) a fraudulent practice, defined as any act or omission, including a misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM;
(c) a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit;
(d) a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract.
(e) an obstructive practice, defined as (i) deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information.
(f) any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities.
9.6 The Supplier further warrants that it shall:
(a) Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (“SEA”) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement (“other personnel”). For the purpose of this Agreement, SEA shall include:
1. Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favors or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions.
2. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel.
(b) Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries.
(c) Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the person who has committed SEA.
(d) Ensure that the SEA provisions are included in all subcontracts.
(e) Adhere to above commitments at all times.
9.7 The Supplier expressly acknowledges and agrees that breach by the Supplier, or by any of the Supplier’s employees, contractors, subcontractors or agents, of any provision contained in Articles 9.4, 9.5, or 9.6 of this Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this Agreement immediately on written notice without liability. In the event that IOM determines, whether through an investigation or otherwise, that such a breach has occurred then, in addition to its right to terminate the Agreement, IOM shall be entitled to recover from the Supplier all losses suffered by IOM in connection with such breach.
Appears in 3 contracts
Sources: Agreement for the Supply and Delivery of Goods, Invitation to Bid, Invitation to Bid
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Service Provider warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company that is financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide the Services fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Service Provider any direct or indirect benefit arising from this the Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; The SupplierService Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; It has or shall take out relevant appropriate insurance coverage, including but not limited to the necessary coverage for the period the Supplies are provided under this AgreementCash Benefits received from IOM for distribution; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price Service Fee specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Service Provider shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Service Provider becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. ; It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. ; and It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Service Provider determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier Service Provider shall ensure that this requirement is included in all subcontracts. The Service Provider warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Service Provider shall immediately inform IOM of any suspicion that the following practice may have occurred or exist: a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution; a fraudulent practice, defined as any act or omission, including a misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM; a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit; a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract; an obstructive practice, defined as (i) deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information; or any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities. The Service Provider further warrants that it shall: Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (“SEA”) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement (“other personnel”). For the purpose of this Agreement, SEA shall include: Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favours or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions; Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel; Strongly discourage its employees or other personnel having sexual relationships with IOM Beneficiaries; Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the person who has committed SEA; Ensure that the SEA provisions are included in all subcontracts; and Adhere to above commitments at all times. The Service Provider expressly acknowledges and agrees that breach by the Service Provider, or by any of the Service Provider’s employees, contractors, subcontractors or agents, of any provision contained in Articles 5.1, 5.2 or 5.3 of this Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this Agreement immediately on written notice without liability. In the event that IOM determines, whether through an investigation or otherwise, that such a breach has occurred then, in addition to its right to terminate the Agreement, IOM shall be entitled to recover from the Service Provider all losses suffered by IOM in connection with such breach. Assignment and Subcontracting The Service Provider shall not assign or subcontract the activities under this Agreement in whole or in part, unless agreed in writing in advance by IOM. Any subcontract entered into by the Service Provider without approval in writing by IOM may be cause for termination of the Agreement. Notwithstanding such written approval from IOM, the Service Provider shall not be relieved of any liability or obligation under this Agreement nor shall it create any contractual relation between any subcontractor and IOM. The Service Provider shall include in an agreement with a subcontractor all provisions in this Agreement that are applicable to a subcontractor, including relevant Warranties and Special Provisions. The Service Provider remains liable as primary obligor under this Agreement, and it shall be directly responsible to IOM for any faulty performance under any subcontract. The subcontractor shall have no cause of action against IOM for any breach of the subcontract. Delays, Defaults and Force Majeure Time is of the essence in the performance of this Agreement. If the Service Provider fails to provide the Services within the times agreed to in the Agreement, IOM shall, without prejudice to other remedies under this Agreement, be entitled to deduct liquidated damages for delay. The amount of such liquidated damages shall be 0.1% of the value of the total Service Fee per day or part thereof up to a maximum of 10% of the Service Fee. IOM shall have the right to deduct such amount from the Service Provider’s outstanding invoices, if any. Such liquidated damages shall only be applied when delay is caused solely by the default of the Service Provider. Acceptance of Services delivered late shall not be deemed a waiver of IOM’s rights to hold the Service Provider liable for any loss and/or damage resulting therefrom, nor shall it act as a modification of the Service provider’s obligation to perform further Services in accordance with the Agreement. In case of failure by the Service Provider materially to perform under the terms and conditions of this Agreement, IOM may, after giving the Service Provider 30 days’ written notice to perform and without prejudice to any other rights or remedies, terminate the Agreement with immediate effect without liability. Neither Party will be liable for any delay in performing or failure to perform any of its obligations under this Agreement if such delay or failure is caused by force majeure, which means any unforeseeable and irresistible act of nature, any act of war (whether declared or not), invasion, revolution, insurrection, terrorism, blockade or embargo, strikes, Governmental or state restrictions, natural disaster, epidemic, public health crisis, and any other circumstances which are not caused by nor within the control of the affected Party. As soon as possible after the occurrence of a force majeure event which impacts the ability of the affected Party to comply with its obligations under this Agreement, the affected Party will give notice and full details in writing to the other Party of the existence of the force majeure event and the likelihood of delay. On receipt of such notice, the unaffected Party shall take such action as it reasonably considers appropriate or necessary in the circumstances, including granting to the affected Party a reasonable extension of time in which to perform its obligations. During the period of force majeure, the affected Party shall take all reasonable steps to minimize damages and resume performance. IOM shall be entitled without liability to suspend or terminate the Agreement if the Service Provider is unable to perform its obligations under the Agreement by reason of force majeure. In the event of such suspension or termination, the provisions of Article 18 (Termination) shall apply. Independent Contractor The Service Provider, its employees and other personnel as well as its subcontractors and their personnel, if any, shall perform all Services under this Agreement as an independent contractor and not as an employee or agent of IOM. Audit The Service Provider agrees to maintain financial records, supporting documents, statistical records and all other records relevant to the Services in accordance with generally accepted accounting principles to sufficiently substantiate all direct and indirect costs of whatever nature involving transactions related to the provision of Services under this Agreement. The Service Provider shall make all such records available to IOM or IOM's designated representative at all reasonable times until the expiration of 7 (seven) years from the date of final payment, for inspection, audit, or reproduction. On request, employees of the Service Provider shall be available for interview.
Appears in 3 contracts
Sources: Service Agreement, Service Agreement for Cash Based Assistance, Service Agreement
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Service Provider warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, all the delivery of the Goods Services in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Service Provider any direct or indirect benefit arising from this the Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; The SupplierService Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; It will maintain reasonable and appropriate organizational, administrative, physical, and technical safeguards to ensure the integrity and confidentiality of the information shared pursuant to this Agreement. The safeguards shall be designed to protect against any foreseeable threats or risks to the security and integrity of such information as well as the unauthorized access, use or disclosure thereof. If requested by IOM at any time during the term of this Agreement, the Service Provider shall provide IOM with copies of its policies, protocols, records, and other relevant materials implementing the safeguards; It has or shall take out relevant insurance coverage for the period the Supplies Services are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Service Provider shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; . It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Service Provider becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions Consolidated List nor is it the subject of any sanctions or other temporary suspension. The Supplier Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions Consolidated List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Service Provider determines there are credible allegations or suspicions that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier Service Provider shall ensure that this requirement is included in all subcontracts.
Appears in 3 contracts
Sources: Audit Service Agreement, Audit Service Agreement, Audit Service Agreement
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Service Provider warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, all the delivery of the Goods Services in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Service Provider any direct or indirect benefit arising from this the Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring in the procurement of this Agreement; The SupplierService Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; It has or shall take out relevant insurance coverage for the period the Supplies Services are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price Price(s) specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Service Provider shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Service Provider becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. ; It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Service Provider determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier Service Provider shall ensure that this requirement is included in all subcontracts.. The Service Provider warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Service Provider shall immediately inform IOM of any suspicion that the following practice may have occurred or exist: a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution; a fraudulent practice, defined as any act or omission, including a misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM; a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit; a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract. an obstructive practice, defined as (i) deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information. any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities. The Service Provider further warrants that it shall: Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (“SEA”) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement (“other personnel”). For the purpose of this Agreement, SEA shall include:
Appears in 3 contracts
Sources: Medical Services Agreement, Medical Services Agreement, Medical Services Agreement
Warranties. The Supplier warrants 5.1. We warrant that all the Goods supplied will be free from defects in material and workmanship if properly installed, commissioned, maintained and operated under this Contract shall have no defectnormal conditions for the intended purpose by suitably skilled and trained persons, arising for a period of 12 (twelve) months from designdate of delivery ex works, materials, or workmanship or from any act or omission at which point our liability will cease.
5.2. Any defects in the Goods which are attributable to (i) the installation and/or operation of the Supplier that may develop under normal use Goods other than in accordance with our recommendations; and/or (ii) inadequate maintenance or misuse of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newGoods, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver maintain appropriate environmental conditions for the operation of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to Goods; and/or (iii) improper or unauthorized modification or repairs of the Goods; and/or (iv) lightning or surges in the main power supply beyond the capability of the Goods; and/or flooding or accidental damage; and/or (v) damage in transit to, is fully qualified to sell or the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion periodincorrect storage of, the delivery Goods; and/or (vi) the combination of the Goods with other equipment or software not agreed to by us in accordance writing are expressly excluded from the terms of this warranty, and we are entitled to charge you for the full cost of any repairs to, or replacement of, such defective items, together with this Agreement; It shall comply with all applicable lawsthe costs of carriage, ordinancesinsurance and any duties payable on return thereof to you.
5.3. We warrant that we will make good, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act either by repair or replacement at our sole discretion any defects in the best interests Goods which arise solely from defective materials (excluding free issue material) or workmanship and which are notified to us during the warranty period. Defective items are to be returned by you to us at your cost and to our premises from which the Goods were delivered or collected. Repaired and/or replacement items (where applicable) repaired in terms of IOM; No official, employee or agent of IOM or any third party has received from, this warranty will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring returned to you at our cost. Our responsibility for repairing defects is limited to activities which form part of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage our scope of work.
5.4. Except for the period the Supplies are provided under this Agreement; The prices for warranty set out above, we do not give any other warranties expressed or implied by law, with regard to the Goods under this Agreement do not exceed those offered and you must satisfy yourself as to their suitability for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsyour intended purpose.
Appears in 3 contracts
Sources: General Conditions of Contract of Sale, General Conditions of Contract of Sale, General Conditions of Contract of Sale
Warranties. 12.1 The Supplier warrants and undertakes that:
12.1.1 it will comply with the terms of all Contracts entered into by Participating Authorities under this Framework Agreement;
12.1.2 it will fully and promptly respond to all requests for information and/or requests for answers to questions regarding this Framework Agreement, the Goods and any Contracts, the Goods, any complaints and any Disputes at the frequency, in the timeframes and in the format as requested by the Authority from time to time (acting reasonably);
12.1.3 all information included within the Supplier’s responses to any documents issued by the Authority as part of the procurement relating to the award of this Framework Agreement (to include, without limitation, as referred to in the Specification and Terms of Offer) and all accompanying materials is accurate;
12.1.4 it has and shall as relevant maintain all rights, consents, authorisations, licences and accreditations required to enter into and comply with its obligations under this Framework Agreement;
12.1.5 it has the right and authority to enter into this Framework Agreement and that it has the capability and capacity to fulfil its obligations under this Framework Agreement;
12.1.6 it is a properly constituted entity and it is fully empowered by the terms of its constitutional documents to enter into and to carry out its obligations under this Framework Agreement and the documents referred to in this Framework Agreement;
12.1.7 all necessary actions to authorise the execution of and performance of its obligations under this Framework Agreement have been taken before such execution;
12.1.8 there are no pending or threatened actions or proceedings before any court or administrative agency which would materially adversely affect the financial condition, business or operations of the Supplier;
12.1.9 there are no material agreements existing to which the Supplier is a party which prevent the Supplier from entering into or complying with this Framework Agreement;
12.1.10 it has and will continue to have the capacity, funding and cash flow to meet all its obligations under this Framework Agreement;
12.1.11 where a court (or other competent authority) makes a finding or determination that any of the Intellectual Property Rights required for the purposes of supplying the Goods is invalid or unenforceable for whatever reason, it will promptly notify the Authority of the same;
12.1.12 it has satisfied itself as to the nature and extent of the risks assumed by it under this Framework Agreement and has gathered all information necessary to perform its obligations under this Framework Agreement and all other obligations assumed by it;
12.1.13 it shall:
(i) comply with all relevant Law and Guidance and shall use Good Industry Practice to ensure that there is no slavery or human trafficking in its supply chains:
(ii) comply with its Net Zero and Social Value Commitments; and
(iii) notify the Authority immediately if it becomes aware of any actual or suspected incidents of slavery or human trafficking in its supply chains; and
12.1.14 it shall at all times conduct its business in a manner that is consistent with any anti-slavery Policy of the Authority and shall provide to the Authority any reports or other information that the Authority may request as evidence of the Supplier’s compliance with this Clause 12.1.14 and/or as may be requested or otherwise required by the Authority in accordance with its anti-slavery Policy.
12.2 The Supplier warrants that all Goods supplied under this Contract information, data and other records and documents required by the Authority as set out in the Specification and Terms of Offer shall have no defect, arising from design, materials, or workmanship or from be submitted to the Authority in the format and in accordance with any act or omission timescales set out in the Specification and Terms of Offer.
12.3 The Supplier warrants and undertakes to the Authority that it shall comply with any eProcurement Guidance as it may apply to the Supplier and shall carry out all reasonable acts required of the Supplier that may develop under normal use of to enable the supplied Goods in the conditions prevailing in the country of final destination. Authority to comply with such eProcurement Guidance.
12.4 The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform undertakes to the specificationsAuthority that, drawingsas at the Commencement Date, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify it has notified the Supplier Authority in writing of any claims arising under Occasions of Tax Non-Compliance or any warranty contained litigation that it is involved in Article 9.1 or 9.2 that is in connection with any Occasions of this AgreementTax Non-Compliance. Upon receipt If, at any point during the Term, an Occasion of such noticeTax Non-Compliance occurs, the Supplier shall, within :
12.4.1 notify the time period specified Authority in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use writing of such Goods after notifying fact within five (5) Business Days of its occurrence; and
12.4.2 promptly provide to the Authority:
(i) details of the steps which the Supplier is taking to address the Occasion of their defect or failure Tax Non-Compliance and to conform or breach of warranty will not be considered a waiver of prevent the Supplier’s warranty. The Supplier further represents and warrants that: It has full title same from recurring, together with any mitigating factors that it considers relevant; and
(ii) such other information in relation to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery Occasion of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well Tax Non- Compliance as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.Authority may reasonably require.
Appears in 3 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Warranties. (a) The Supplier warrants that all Goods supplied under this Contract the Supply shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it performed in accordance with this Agreement have been used and to provide support the best practice standards of diligence, skill, care and efficiency expected of a competent contractor performing work of a similar nature to the Supply;
(b) The Supply shall be fit for the use for which it is intended, and the Supplier warrants that it shall be without defects or assistance imperfections and that any goods or works constituting part of the Supply shall function correctly and adequately, and without any need of repair or improvement, for at least <> months following the completion of the relevant Supply, or such defects, imperfections or failures to individuals function correctly and adequately, shall be remedied by, or entities such repairs or improvements shall be undertaken by, the Supplier, without cost or liability to the City and the Supplier shall indemnify and hold the City harmless in relation thereto. <NOTE: Modify or delete as necessary.>
(c) All goods or materials provided under the Agreement as part of the Supply shall be new and fully warranted for a period of <> year[s] from the time of delivery to the City, against defects in design, manufacturing, materials, workmanship and performance, and the Supplier affirms and covenants that such warranty is, and shall be, provided by the Supplier if and to the extent it is not fully and effectively provided to the City by third-party manufacturers or suppliers of the goods or materials. <NTD: Edit as necessary.><NOTE: Edit as necessary.>
(d) All goods, works and materials provided under the Agreement as part of the Supply shall be non-defective and fit for their intended purposes and shall function safely in all respects.
(e) All costs associated with terrorismwarranty replacements or repairs shall be the responsibility of the Supplier, it will inform IOM immediately who including repair, adjustment, and shipping costs, and replacements of goods or materials.
(f) If requested by the City, the Supplier shall handle and manage any claim on a manufacturer warranty for any defect in consultation with goods or materials provided as part of the donors as appropriate, shall determine an appropriate response. Supply.
(g) The Supplier shall deliver to the City all such documentation as the City may require to evidence any warranty required by this Section 3.6 or to evidence the Supplier’s compliance with this Section 3.6, and the Supplier shall assign all warranties, and do all other things necessary, to ensure that the City receives the full benefit of each warranty or other covenant set forth in this requirement is included in all subcontractsSection 3.6.
Appears in 3 contracts
Sources: Standing Agreement, Standing Agreement, Standing Agreement
Warranties. The Supplier Borrower warrants the following, it has or will acquire free and clear title to all of the Collateral, unless otherwise provided herein; the security interest granted to the Lender shall be a first security interest, and the Borrower will defend same to the Lender against the claims and demands of all persons; the Borrower will fully cooperate in placing or maintaining Lender's lien or security interest; all of the Collateral is located in the state of the Borrower's address specified on page one hereof, unless otherwise certified to and agreed to by the Lender, or, alternatively, is in possession of the Lender; all accounts are genuine and enforceable; the Borrower will not remove or change the location of any Collateral without the Lender's prior written consent; the Borrower will not use the Collateral or permit it to be used for any unlawful purpose; and the Borrower will not conduct business under any name other than that given on page one hereof, nor change, nor reorganize the type of business entity as described, except upon the prior written approval of the Lender, in which event the Borrower agrees to execute any documentation of whatsoever character or nature demanded by the Lender for filing or recording, at the Borrower's expense, before such change occurs; the Borrower will keep all Goods supplied under records of account, documents, evidence of title, and all other documentation regarding its business and the Collateral at the address specified on page one hereof, unless notice thereof is given to the Lender at least ten (10) days prior to the change of any address for the keeping of such records; the Borrower will, at all times, maintain the Collateral in good condition and repair and will not sell or remove same except as to inventory in the ordinary course of business; the Borrower is a legally created business entity, as described before, and it has the power, and the person signing is duly authorized to enter into this Contract shall have no defectAgreement; the execution of this Agreement will not create any breach of any provision of the Borrower's organizational documents (Articles of Incorporation and By-Laws if the Borrower is a corporation, arising from design, materialsArticles of Organization and Operating Agreement if the Borrower is a limited liability company, or workmanship Certificate of Limited Partnership (if applicable) or from Partnership Agreement if the Borrower is a partnership), or any act other agreement to which the Borrower is or omission of may become a party; all financial information and statements delivered by the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform Borrower to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing Lender to obtain loans and extensions of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents credit are true and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, correct and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods are prepared in accordance with this Agreementgenerally accepted accounting principles; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act there has been no material adverse change in the best interests financial condition of IOMthe Borrower since it last submitted any financial information to the Lender; No officialthere are no actions or proceedings, employee including set-off or agent of IOM counterclaim, which are threatened or any third party has received from, will be offered by, or will receive from pending against the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed Borrower which may result in any material facts adverse change in the procuring Borrower's financial condition or which might materially affect any of this Agreementthe Borrower's assets; The Supplierand the Borrower has duly filed all federal, its staff state, municipal, and other governmental tax returns, and has obligated all licenses, permits, and the like which the Borrower is required by law to file or shareholders have not previously been declared by IOM ineligible obtain, and all such taxes and fees for such licenses and permits required to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commissionpaid, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who paid in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsfull.
Appears in 3 contracts
Sources: Commercial Promissory Note and Security Agreement (Bobby Allison Wireless Corp), Commercial Promissory Note and Security Agreement (Bobby Allison Wireless Corp), Commercial Promissory Note and Security Agreement (Bobby Allison Wireless Corp)
Warranties. The Supplier 13.1 Each Party represents and warrants to the other that all Goods supplied (i) it is a company or corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; and (ii) this Contract AGREEMENT constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms except as may be limited by bankruptcy or other similar laws or equitable principles relating to or limiting creditors’ rights generally.
13.2 SINGULEX covenants that it shall have no defect, arising from design, materials, not at any time do or workmanship or from cause to be done any act or omission omission, directly or indirectly, in any way impairing IIPH’s right, title, or interest in any IIPH LICENSE RIGHTS or in any underlying intellectual property licensed hereunder.
13.3 SINGULEX acknowledges that the MPI PRODUCTS should be used with the same protective measures and degree of caution used with any chemical compound known to be potentially hazardous, and SINGULEX covenants that the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants MPI PRODUCTS by SINGULEX or its AFFILIATES shall be supervised by a technically qualified individual.
13.4 MPI covenants that all Goods supplied under this Contract are new, unused, of the most recent i) any MPI PRODUCT transferred to SINGULEX by MPI or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities AFFILIATES pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier AGREEMENT shall ensure that any subcontractors, as well as the officers, employeesbe delivered with full title, and agents ii) each MPI PRODUCT delivered to SINGULEX by MPI or its AFFILIATES under this AGREEMENT will substantially conform at the time of either shipment to the specifications set forth in this AGREEMENT.
13.5 SINGULEX covenants that it shall manufacture and distribute SINGULEX KITS and perform SINGULEX SERVICES using commercially reasonable standards of themcare and quality and no less standards of care and quality than SINGULEX uses in the manufacture of other similar products or performance of other services. IIPH and MPI shall have the right to visit and inspect the manufacturing facilities of SINGULEX upon reasonable notice and during normal business hours subject to approval by SINGULEX regarding timing of the visit, similarly, which approval shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsbe unreasonably withheld.
Appears in 3 contracts
Sources: Supply and License Agreement (Singulex Inc), Supply and License Agreement (Singulex Inc), Supply and License Agreement (Singulex Inc)
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Implementing Partner warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company an entity financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, all the delivery of the Goods Services in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations (“Regulations and Rules”) when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Implementing Partner any direct or indirect benefit arising from this the Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; The SupplierImplementing Partner, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; It has or shall take out relevant insurance coverage for the period the Supplies Services are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price Contribution specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Implementing Partner shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Implementing Partner shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Implementing Partner becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. ; It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier Implementing Partner will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. ; It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List (▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/securitycouncil/content/un-sc-consolidated-list) and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities so associated with terrorism, it will inform IOM immediately who in consultation with the donors Donor as appropriate, shall determine an appropriate response. The Supplier Implementing Partner shall ensure that this requirement obligation is included in all of its subcontracts.
Appears in 3 contracts
Sources: Project Implementation Agreement, Project Implementation Agreement, Project Implementation Agreement
Warranties. 8.1 The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Implementing Partner warrants that: :
(a) It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company an organization financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, the delivery of the Goods all activities in accordance with this Agreement; ;
(b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; ;
(c) In all circumstances it shall act in the best interests of IOM; ;
(d) No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Implementing Partner any direct or indirect benefit arising from this the Agreement or award thereof; ;
(e) It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; ;
(f) The SupplierImplementing Partner, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; ;
(g) It has or shall take out relevant insurance coverage for the period the Supplies activities are provided under this Agreement; ;
(h) The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price Contribution specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Implementing Partner shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Implementing Partner shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; ;
(i) It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Implementing Partner becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. ;
(j) It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier Implementing Partner will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. ;
(k) It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List (the “UN Sanctions List”) and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier Implementing Partner shall ensure that this requirement is included in all subcontracts.
8.2 The Implementing Partner warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Implementing Partner shall immediately inform IOM of any suspicion that the following practice may have occurred or exist:
(a) a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution;
(b) a fraudulent practice, defined as any act or omission, including a misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM;
(c) a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit;
(d) a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract;
(e) an obstructive practice, defined as (i) deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information;
(f) any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities.
8.3 The Implementing Partner further warrants that it shall:
(a) Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (“SEA”) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement (“other personnel”). For the purpose of this Agreement, SEA shall include:
1. Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favors or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions;
2. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel;
(b) Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries;
(c) Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the person who has committed SEA;
(d) Ensure that the SEA provisions are included in all subcontracts;
(e) Adhere to above commitments at all times;
8.4 The Implementing Partner expressly acknowledges and agrees that breach by the Implementing Partner, or by any of the Implementing Partner’s employees, contractors, subcontractors or agents, of any provision contained in Articles 8.1, 8.2 or 8.3 of this Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this Agreement immediately on written notice without liability. In the event that IOM determines, whether through an investigation or otherwise, that such a breach has occurred then, in addition to its right to terminate the Agreement, IOM shall be entitled to recover from the Implementing Partner all losses suffered by IOM in connection with such breach.
Appears in 3 contracts
Sources: Project Implementation Agreement, Project Implementation Agreement, Project Implementation Agreement
Warranties. The Supplier 15.1 ARM warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of materials delivered to LGS will be sufficient for a competent semiconductor manufacturer to produce an ARM7TDMI Core which meets the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period functionality specified in the notice, repair ARM Datasheet Doc. No. ARM DDI 0029E. LGS’s sole and exclusive remedy for any breach of such warranty shall be for ARM to correct any errors in the materials and deliver such corrected materials to LGS or replace the defective Goods materials at ARM’s discretion.
15.2 LGS acknowledges that the Software cannot be tested in every possible operation, and accordingly ARM does not warrant that the Software will be free from all defects or parts thereofthat there will be no interruption in its use. However, without cost to IOMARM warrants that the Software will be complete and comply with the description of its functionality specified in the documentation. IOMLGS’s continued use sole and exclusive remedy for any breach of such Goods after notifying warranty shall be for ARM, as soon as is reasonably practicable, to correct any errors in the Supplier of their defect or failure Software and deliver such corrected Software to conform or breach of warranty will not be considered a waiver of LGS.
15.3 ARM further warrants that to ARM’s knowledge and belief, but expressly without having undertaken any searches for prior art, that:
(i) the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOMARM7TDMI Core, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or Software do not infringe any third party has received fromcopyright, will be offered bymaskwork right or trade secret; and
(ii) there are no pending claims that have been made, or will receive from actions commenced, against ARM for breach of any third party copyright, maskwork right, patent or trade secret; and
(iii) ARM, or its applicable licensor, is the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in owner of the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible properties to be awarded contracts by IOMdelivered to LGS; It and
(iv) ARM has or shall take out relevant insurance coverage for the period right to enter into the Supplies are Agreement.
15.4 Except as expressly provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there ARM7TDMI Core. Software, Intellectual Property, and Transfer Materials are credible allegations licensed “as is” and ARM makes no warranties express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose with respect to the ARM7TDMI Core, Software, Intellectual Property and Transfer Materials.
15.5 LGS warrants that funds transferred to it in accordance with LGS shall:
(i) submit this Agreement have been used for approval by the Korean Government forthwith upon signature by the parties; and
(ii) use all reasonable endeavours to provide support obtain all or assistance any tax exemption or tax credits applicable to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that technology licensed and monies payable under this requirement is included in all subcontractsAgreement.
Appears in 3 contracts
Sources: Technology License Agreement, Technology License Agreement (Magnachip Semiconductor LLC), Technology License Agreement (MagnaChip Semiconductor LTD (United Kingdom))
Warranties. The Supplier warrants that all Goods supplied Subclauses 5.5(a) to 5.5(j) inclusive apply in relation to any Grain delivered by the Customer or its agent and are not intended to apply to grain delivered by Growers under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of CBH Delivery and Warehousing Terms which is subsequently transferred to the supplied Goods in the conditions prevailing in the country of final destinationCustomer. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further Customer represents and warrants that: It :
(a) it owns any Grain tendered for delivery by or on behalf of it;
(b) the full particulars of the variety of the Grain disclosed on any form are true and correct;
(c) it has full title not manipulated or loaded any delivery in any way to prevent the making of an accurate assessment by CBH of the quality of the Grain using CBH’s standard sampling procedures;
(d) Grain being tendered for delivery will not:
(i) include any Contaminant; or
(ii) be in breach of the Bulk Handling Act or the Bulk Handling Regulations;
(e) unless it has advised CBH in writing prior to delivery, all of the Grain was grown between the May and September immediately prior to the Goodscurrent Season;
(f) all of the Grain in a delivery has been or is only contained in equipment, is fully qualified bags, farm implements, farm storages and Grain motor bodies that have:
(i) not contained any Grain product prior to sell the Goods to IOMcontaining Grain of this current Season and are free from insects and vermin; or
(ii) previously contained a Grain product, but have been freed of all such Grain product and is a company financially sound free from insects and duly licensedvermin;
(g) any vehicle that has previously transported non-Grain or contaminated Grain products:
(i) is clean, with adequate human resources, equipment, competence, expertise dry and skills necessary free of any remaining materials and odours from previous loads;
(ii) has been washed under high pressure prior to carry out fully and satisfactorily, within delivering any Grain; and
(iii) has the stipulated completion period, details of previous loads disclosed on the delivery relevant form;
(h) if any of the Goods Grain has been treated with substances for the control of insects, details of the substances and the application of those substances has been provided in writing to CBH on the relevant form and the use of any other chemical in the process of planting, growing and storage of Grain has been in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules the levels prescribed in any relevant legislation and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it also in accordance with this Agreement have been used the usage instructions;
(i) none of the Grain in a delivery is a Genetically Modified Organism (unless declared in writing to, and approved in writing by, CBH before the delivery enters the Port Terminal Facility); and
(j) any information it provides to provide support CBH is true and correct and not misleading or assistance deceptive or likely to individuals mislead or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsdeceive.
Appears in 3 contracts
Sources: Port Terminal Services Agreement, Port Terminal Services Agreement, Port Terminal Services Agreement
Warranties. The Supplier (a) AGL represents and warrants to Distributor that:
(i) To the extent required by law, registration statements for each of the Contracts (“Registration Statements”) have been filed with the Commission or appropriate private placement memorandum or other offering document has been drafted;
(ii) Registration Statements and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the 1933 Act and, where applicable, the 1940 Act, and the rules and regulations of the Commission under such Acts;
(iii) Registration Statements, private placement memorandum or other offering document and any further amendments or supplements thereto (“Offering Document”) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that all Goods supplied this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to AGL by the Distributor expressly for use therein;
(iv) AGL is validly existing as a stock life insurance company in good standing under this Contract shall have no defectthe laws of the state of Texas, arising from designwith the power (corporate or otherwise) to own its properties and conduct its business as described in the Offering Document, materialsand has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction, or workmanship or from conducts any act or omission of business so as not to require such qualification;
(v) The Contracts offered for sale by the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newDistributor hereunder have been duly and validly authorized and, unusedwhen issued and delivered against payment therefore as provided herein, of the most recent or current models will be duly and that they incorporate all recent improvements in design validly issued and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samplesdescription of such Contracts contained in the Offering Documents relating thereto;
(vi) Those persons who offer and sell the Contracts are to be appropriately licensed in a manner as to comply with the state insurance laws;
(vii) The performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in a breach or violation of any of the terms and provisions of, or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other descriptions furnished agreement or specified instrument to which AGL is a party or by IOM. IOM shall promptly notify the Supplier in writing which AGL is bound, AGL’s Charter as a stock life insurance company or By-laws, or any order, rule or regulation of any claims arising under court or governmental agency or body having jurisdiction over AGL or any warranty contained in Article 9.1 of its property; and no consent, approval, authorization or 9.2 order of any court or governmental agency or body is required for the consummation by AGL of the transactions contemplated by this Agreement. Upon receipt , except such as may be required under the 1933 Act, 1934 Act, 1940 Act or state insurance or securities laws in connection with the distribution of such noticethe Contracts by the Distributor; and
(viii) There are no material legal or governmental proceedings pending to which AGL or the Separate Accounts is a party or of which any property of AGL or the Separate Accounts is the subject, the Supplier shall, within the time period specified other than as set forth in the noticeOffering Document relating to the Contracts, repair and other than litigation incident to the kind of business conducted by AGL, if determined adversely to AGL, would individually or replace in the defective Goods aggregate have a material adverse effect on the financial position, surplus or parts thereof, without cost to IOM. IOM’s continued use operations of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. AGL.
(b) The Supplier further Distributor represents and warrants to AGL that: :
(i) It has full title is a broker-dealer duly registered with the Commission pursuant to the Goods, is fully qualified to sell the Goods to IOM1934 Act and a member in good standing of FINRA, and is in compliance with the securities laws in those states in which it conducts business as a company financially sound broker-dealer;
(ii) The performance of this Agreement and duly licensedthe consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of or constitute a default under any statute, with adequate human resourcesany indenture, equipmentmortgage, competencedeed of trust, expertise and skills necessary note agreement or other agreement or instrument to carry out fully and satisfactorily, within which the stipulated completion periodDistributor is a party or by which the Distributor is bound, the delivery Certificate of Incorporation or By-laws of the Goods Distributor, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Distributor or its property; and
(iii) To the extent that any statements or omissions made in accordance the Offering Document are made in reliance upon and in conformity with this Agreement; It shall comply written information furnished to AGL by the Distributor expressly for use therein, such Offering Documents will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to applicable laws, ordinances, requirements of the 1933 Act and the rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in of the best interests Commission thereunder and will not contain any untrue statement of IOM; No official, employee a material fact or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed omit to state any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible fact required to be awarded contracts by IOM; It has stated therein or shall take out relevant insurance coverage for necessary to make the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do statements therein not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsmisleading.
Appears in 3 contracts
Sources: Distribution Agreement (Agl Separate Account Vl-R), Distribution Agreement (Variable Annuity Account Seven), Distribution Agreement (Variable Separate Account)
Warranties. (a) The Supplier Company represents and warrants to Principal Underwriter that:
(i) Registration Statements (on Form N-4 and S-1) for each of the Contracts identified in Attachment A have been filed with the Commission in the form previously delivered to Principal Underwriter and that copies of any and all Goods supplied amendments thereto will be forwarded to Principal Underwriter at the time that they are filed with Commission;
(ii) The Registration Statements and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, and the rules and regulations of the Commission under such Acts, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this Contract representation and warranty shall have no defectnot apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to Company by Principal Underwriter expressly for use therein;
(iii) The Company is validly existing as a stock life insurance company in good standing under the laws of the State of Illinois, arising from designwith power to own its properties and conduct its business as described in the Prospectus, materialsand has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or workmanship or from conducts any act or omission business;
(iv) The Contracts to be issued by the Company and through the Separate Account and offered for sale by Principal Underwriter on behalf of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newCompany hereunder have been duly and validly authorized and, unusedwhen issued and delivered with payment therefore as provided herein, of the most recent or current models will be duly and that they incorporate all recent improvements in design validly issued and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specificationsdescription of such Contracts contained in the Prospectuses relating thereto;
(v) Those persons who offer and sell the Contracts are to be appropriately licensed or appointed to comply with the state insurance laws;
(vi) The performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in a violation of any of the provisions of or default under any statute, drawingsindenture, samplesmortgage, deed of trust, note agreement or other agreement or instrument to which Company is a party or by which Company is bound (including Company's Charter or By-laws as a stock life insurance company, or other descriptions furnished any order, rule or specified by IOM. IOM shall promptly notify the Supplier in writing regulation of any claims arising under court or governmental agency or body having jurisdiction over Company or any warranty contained in Article 9.1 of its properties);
(vii) There is no consent, approval, authorization or 9.2 order of any court or governmental agency or body required for the consummation by Company of the transactions contemplated by this Agreement. Upon receipt , except such as may be required under the Securities Exchange Act of such notice, 1934 or state insurance or securities laws in connection with the Supplier shall, within distribution of the time period specified Contracts; and
(viii) There are no material legal or governmental proceedings pending to which Company or the Separate Account is a party or of which any property of Company or the Separate Account is the subject (other than as set forth in the noticeProspectus relating to the Contracts, repair or replace litigation incidental to the defective Goods kind of business conducted by the Company) which, if determined adversely to Company, would individually or parts thereofin the aggregate have a material adverse effect on the financial position, without cost to IOM. IOM’s continued use surplus or operations of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further Company.
(b) Principal Underwriter represents and warrants to Company that: :
(i) It has full title is a broker-dealer duly registered with the Commission pursuant to the GoodsSecurities Exchange Act of 1934, is fully qualified to sell a member in good standing of the Goods to IOMNASD, and is in compliance with the securities laws in those states in which it conducts business as a company financially sound broker-dealer;
(ii) As a principal underwriter, it shall permit the offer and duly licensed, with adequate human resources, equipment, competence, expertise sale of Contracts to the public only by and skills necessary through persons who are appropriately licensed under the securities laws and who are appointed in writing by the Company to carry out fully be authorized insurance agents unless such persons are exempt from licensing and satisfactorily, within appointment requirements;
(iii) The performance of this Agreement and the stipulated completion period, the delivery consummation of the Goods transactions herein contemplated will not result in accordance a breach or violation of any of the terms or provisions of or constitute a default under any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Principal Underwriter is a party or by which Principal Underwriter is bound (including the Certificate of Incorporation or By-laws of Principal Underwriter or any order, rule or regulation of any court or governmental agency or body having jurisdiction over either Principal Underwriter or its property); and
(iv) To the extent that any statements made in the Registration Statements, or any amendments or supplements thereto, are made in reliance upon and in conformity with this Agreement; It shall comply written information furnished to Company by Principal Underwriter expressly for use therein, such statements will, when they become effective or are filed with the Commission, as the case may be, conform in all applicable laws, ordinances, material respects to the requirements of the Securities Act of 1933 and the rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in of the best interests Commission thereunder, and will not contain any untrue statement of IOM; No official, employee a material fact or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed omit to state any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible fact required to be awarded contracts by IOM; It has stated therein or shall take out relevant insurance coverage for necessary to make the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do statements therein not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsmisleading.
Appears in 3 contracts
Sources: Underwriting Agreement (Allstate Life Insurance Co), Underwriting Agreement (Allstate Life Insurance Co), Underwriting Agreement (Allstate Life Insurance Co)
Warranties. The Supplier In addition to Seller's customary warranties, any express warranties set forth elsewhere in this purchase order or in the Supply Agreement and any statutory warranties or any warranties implied by law, Seller warrants that (i) all Goods supplied under this Contract material delivered hereunder shall strictly conform to (A) representations and warranties set forth herein or in the Supply Agreement or otherwise made by Seller, and (B) all relevant drawings, designs, descriptions, specifications and samples, including, without limitation, any drawings, designs, descriptions, specifications or samples set forth on the purchase order or in the Supply Agreement or attached hereto or thereto or delivered by Buyer to Seller, and (C) all requirements, specifications, and standards of Buyer's customers; (ii) all material delivered hereunder will be new and of the highest quality and free from defects (including, without limitation, defects in materials and workmanship, and design when design is Seller's responsibility); (iii) sale and use of materials delivered hereunder, either alone or in combination with other materials, will not infringe or contribute to the infringement of any patents, trademarks, copyrights or other intellectual property or proprietary right in the United States or any foreign country, and the sale and use thereof will not constitute unfair competition resulting from similarity of design, trademark or appearance; (iv) all materials delivered hereunder may be properly imported into the United States and any other country; (v) upon delivery, Buyer shall receive good title to all materials delivered hereunder, free and clear of any liens, claims and other encumbrances; (vi) all materials delivered hereunder shall be merchantable, safe and fit for Buyer's and its customer's intended purposes, which purposes Seller acknowledges are known to it, and shall comply with all requirements of Buyer's customers; (vii) all materials delivered hereunder shall be adequately contained, packaged, marked and labeled; (viii) all services performed by Seller hereunder shall be performed in a competent and workmanlike manner; and (ix) all materials delivered hereunder shall be manufactured in compliance with all applicable federal, state, local and foreign laws, roles, regulations, and all labeling, transporting, licensing, approval and certification requirements in the United States or any other country where the materials will be sold or used. These warranties shall indefinitely survive any inspection, testing, delivery, acceptance, use and payment and shall inure to the benefit of Buyer, its successors, assigns, customers and the users of Buyer's goods and services. These warranties may not be limited or disclaimed. If Buyer experiences any breaches of the foregoing warranties, Buyer shall have no defectthe right, arising from designin addition to exercising all other rights Buyer may have under any applicable law or at equity, materialsand in addition to Buyer's rights to indemnification as provided elsewhere in this purchase order, to take the following actions, at Buyer's option: (i) retain the defective materials in whole or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in part with an appropriate adjustment in the conditions prevailing price for the materials; (ii) require Seller to promptly repair or replace the defective materials in the country of final destination. The Supplier warrants that whole or in part at Seller's sole expense, including all Goods supplied under this Contract are newshipping, unused, of the most recent or current models transportation and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified installation costs (which if requested by IOM. IOM Buyer shall be completed promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the noticeby Seller); (iii) correct, repair or replace the defective Goods materials with similar materials and recover the total cost relating thereto from Seller, including the cost of product recalls; or parts thereof(iv) reject the defective materials (and store or return the defective materials at Seller's risk and expense). Seller's warranties hereunder run to Buyer, without cost to IOMits dealers, customers and users of the materials. IOM’s continued use Buyer must inform Seller of such Goods after notifying the Supplier any defects in manufacturing, form fit or function within 90 days of their defect delivery. Buyer must inform Seller of any defects in Consignment manufacturing, form fit or failure to conform or breach function within one (1) year of warranty delivery. Seller will not be considered a waiver of responsible for any defects identified after the Supplier’s warranty. The Supplier further represents and warrants that: It has full title warranty period as these may be due to the Goodsshipping, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractshandling and/or storage issues.
Appears in 3 contracts
Sources: Purchase Order, Purchase Order, Purchase Order
Warranties. 3.1 The Supplier represents and warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods that:
3.1.1 in the conditions prevailing three years prior to the Start Date, it has been in full compliance with all applica- ble securities and Laws related to Tax in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of United Kingdom and in the most recent or current models and that they incorporate all recent improvements jurisdiction in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to which it is established;
3.1.2 it has notified the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier Authority in writing of any claims arising under any warranty contained in Article 9.1 Tax Non-Compliance it is involved in; and
3.1.3 no proceedings or 9.2 other steps have been taken and not discharged (nor, to the best of this Agreement. Upon receipt its knowledge, are threatened) for the winding up of such notice, the Supplier shallor for its dissolution or for the appointment of a receiver, within the time period specified administrative receiver, liquidator, manager, adminis- trator or similar officer in the notice, repair or replace the defective Goods or parts thereof, without cost relation to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver any of the Supplier’s warranty. The assets or revenue and the Supplier further represents and warrants that: It has full title notified the Authority of any profit warnings issued in respect of the Sup- plier in the three years prior to the GoodsStart Date.
3.2 If at any time the Supplier becomes aware that a representation or warranty given by it under Clause in the three years prior to the Start Date, it has been in full compliance with all applica- ble securities and Laws related to Tax in the United Kingdom and in the jurisdiction in which it is fully qualified established;, it has notified the Authority in writing of any Tax Non-Compliance it is involved in; and and/or no proceedings or other steps have been taken and not discharged (nor, to sell the Goods to IOMbest of its knowledge, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within are threatened) for the stipulated completion period, the delivery winding up of the Goods Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules relation to any of the Supplier’s assets or revenue and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier has noti- fied the Authority of any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts profit warnings issued in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration respect of the Supplier in connection with this Agreementthe three years prior to the Start Date. The Supplier has been breached, is untrue, or is misleading, it shall not accept for its own benefit any trade commission, discount or similar payment immediately no- tify the Authority of the relevant occurrence in connection with activities pursuant sufficient detail to this Agreement or enable the discharge Authority to make an accurate assessment of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. situation.
3.3 In the event that the warranty given by the Supplier becomes aware pursuant to Clause it has notified the Au- thority in writing of any situation were IOM’s legal status, privileges or immunities are not fully respected, Tax Non-Compliance it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor involved in; and is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreementmaterially untrue, the Implementing Partner determines there are credible allegations that funds transferred Au- thority shall be entitled to it in accordance with this terminate the Agreement have been used pursuant to provide support the Call-Off clause which pro- vides the Authority the right to terminate the Agreement for Supplier fault (termination for Sup- plier cause or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsequivalent clause).
Appears in 3 contracts
Sources: Call Off Contract, Call Off Contract, Call Off Contract
Warranties. 64.1 The Supplier warrants that from the date hereof and throughout the Term warrants, represents and undertakes to the Authority as follows:
64.1.1 It has made its own investigations and research and has satisfied itself in respect of all Goods supplied matters relating to this Agreement including the Specification and these conditions and it is not contracting with Authority in reliance upon any information, representations or assumptions (whether made orally, in writing or otherwise) which may have been made by the Authority except those contained in the Invitation to Tender (if applicable) and this Agreement;
64.1.2 The Supplier has the full capacity and authority and all necessary consents (including, but not limited to, where its procedures so require, the consent of its parent company) to lawfully enter into and perform each of its obligations under this Contract shall Agreement and that the Agreement is executed by a duly authorised representative of the Supplier;
64.1.3 It is of sound financial standing and the Supplier is not aware of any circumstances (other than such circumstances as expressly disclosed in writing by the Supplier to the Authority) which may adversely affect any financial standing in the future and in particular the Supplier is not in default in the payment of any due and payable taxes or in the filing, registration or recording of any document or under any legal or statutory obligation or requirement which default might have no defecta material adverse effect on its business, arising from designassets or financial condition or its ability to observe or perform its obligations under the Agreement;
64.1.4 It has made arrangements to ensure that it will have sufficient working capital, materialsskilled Staff, Equipment, machinery and other resources available to it in order to carry out the Services in accordance with the Specification;
64.1.5 It has or workmanship or from any act or omission has made arrangements to ensure that it will obtain all necessary consents, licences and permissions to enable it to carry out the Services and will throughout the Term obtain and maintain all further and other necessary consents, licences and permissions to enable it to carry out the Services; and
64.1.6 All obligations of the Supplier that may develop under normal use of pursuant to the supplied Goods Agreement shall be performed and rendered accordance with the Specification by appropriately experienced, qualified and trained Staff with all due skill, care and diligence including but not limited to Good Industry Practice and within the times stated in the conditions prevailing Specification.
64.1.7 It is not in default in the country payment of final destination. The Supplier warrants that all Goods supplied any due and payable taxes or in the filing, registration or recording of any document or under any legal or statutory obligation or requirement which default might have a material adverse effect on its business, assets or financial condition or its ability to observe or perform its obligations under this Contract Agreement;
64.1.8 In entering into this Agreement it has not committed any Prohibited Act;
64.1.9 there are newno actions, unusedsuits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal or, of the most recent or current models and to its knowledge, threatened against it that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform might affect its ability to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing perform its obligations under this Agreement; In and
64.1.10 the Supplier is not aware, as at the Pre-Operational Services Commencement Date, of anything within the reasonable control of the Supplier or a Sub-Contractor which shall or might adversely affect the ability of the Supplier to fulfil its obligations under this Agreement.
64.2 The Contractor shall be deemed to have:
64.2.1 satisfied itself as to the Authority Assets to which it will acquire rights and the nature and extent of the risks assumed by it under this Agreement ; and
64.2.2 gathered all information necessary to perform its obligations under this Agreement and other obligations assumed, including information as to the nature and location of the Authority Accommodation.
64.3 The Supplier shall be deemed to have satisfied itself before submitting its Tender as to the accuracy and sufficiency of the Prices stated by it in its Tender which shall (except in so far as it is otherwise provided in this Agreement) cover all its obligations under this Agreement and shall be deemed to have obtained for itself all necessary information as to risks, contingencies and any other circumstances it which might reasonably influence or affect its Tender.
64.4 The Supplier shall act be deemed to acknowledge that the Authority places great emphasis on confidentiality, integrity and availability of Information and consequently on the security of the Authority Accommodation and the confidentiality of the Authority Data.
64.5 The Supplier shall be responsible for the security of the Authority Data and shall at all times provide a level of security which:
(a) is in accordance with Good Industry Practice and Law;
(b) complies with the Authority’s ICT Standards and the Authority’s Security Policy;
(c) meets any specific threats identified from time to time by the Authority; and
(d) complies with applicable ISO standards and in particular ISO/IEC27001 and ISO/IEC27002.
64.6 For avoidance of any doubt and without limiting clause 64.5, the Supplier shall at all times ensure that the level of security employed in the best interests provision of IOM; No officialthe Services is appropriate to minimise the following risks:
64.6.1 loss of integrity of Authority Data;
64.6.2 loss of confidentiality of Authority Data;
64.6.3 unauthorised access to, employee use of, or agent interference with Authority Data by any person or organisation;
64.6.4 unauthorised access to network elements and buildings;
64.6.5 use of IOM or the Services by any third party has received from, will be offered by, in order gain unauthorised access to any computer resource or will receive from the Supplier Authority Data;
64.6.6 loss of availability of Authority Data due to any direct failure or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration compromise of the Supplier in connection with this Agreement. Services; and
64.6.7 loss of confidentiality, integrity and availability of Authority Data through cyber/internet threats.
64.7 The Supplier shall not accept for in any way be relieved from any obligation under this Agreement nor shall it be entitled to claim against the Authority on grounds that any Information whether obtained from the Authority or otherwise is incorrect or insufficient and shall make its own benefit any trade commission, discount or similar payment in connection with activities pursuant enquiries as to this Agreement or the discharge accuracy and adequacy of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsinformation.
Appears in 3 contracts
Sources: Recruitment Services Agreement, Recruitment Services Agreement, Recruitment Services Agreement
Warranties. The Supplier Contractor will warrant and represent to UNAIDS as follows:
1) The deliverables shall meet the specifications and shall function in a manner which is fully adequate to meet its intended purpose. The Contractor furthermore warrants that all Goods supplied under the deliverables shall be error-free, in that the Contractor shall correct any errors in the deliverables, free of charge, within fifteen days after their notification to the Contractor, during a period of at least six months after completion of the work. It is agreed, however, that errors and other defects, which have been caused by modifications to the deliverables made by UNAIDS without agreement of the Contractor are not covered by this Contract shall have no defectparagraph.
2) The deliverables shall, arising from designto the extent it is not original, materialsonly be derived from, or workmanship or from any act or omission incorporate, material over which the Contractor has the full legal right and authority to use it for the proper implementation of this Contract. The Contractor shall obtain all the Supplier that may develop under normal use of the supplied Goods necessary licenses for all non-original material incorporated in the conditions prevailing deliverables including, but not limited to, licenses for UNAIDS to use any underlying software, application, and operating deliverables included in the country deliverables or on which it is based, so as to permit UNAIDS to fully exercise its rights in the deliverables and the software without any obligation on UNAIDS’s part to make any additional payments whatsoever to any party.
3) The deliverables shall not violate any copyright, patent right, or other proprietary right of final destination. any third party and be delivered to UNAIDS free and clear of any and all liens, claims, charges, security interest and any other encumbrances of any nature whatsoever.
4) The Supplier warrants that all Goods supplied under Contractor, its employees and any other persons and entities used by the Contractor shall furthermore not copy and/or otherwise infringe on the copyright of any document or other material (whether machine readable or not) to which the Contractor, its employees and any other persons and entities used by the Contractor have access in the performance of this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless Contract.
5) Except as otherwise explicitly provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within Contractor shall at all times provide all the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost necessary on-site and off-site resources to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of meet its obligations hereunder. The Supplier Contractor shall ensure that any subcontractorsonly use highly qualified staff, as well as acceptable to UNAIDS, to perform its obligations hereunder.
6) The Contractor shall take full and sole responsibility for the officerspayment of all wages, benefits and monies due to all persons and entities used by it in connection with the implementation and execution of the Contract, including, but not limited to, the Contractor’s employees, permitted subcontractors and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractssuppliers.
Appears in 3 contracts
Sources: Long Term Agreement for Editing Services, Long Term Agreement for Digital Printing Services, Framework Agreement
Warranties. The Supplier (a) Each party represents and warrants that all Goods supplied under to the other party that:
1) it has the full corporate right, power and authority to enter into this Contract shall have no defectAgreement and to perform the acts required of it hereunder; its execution of this Agreement and performance of its obligations hereunder, arising from designdo not and will not violate, materialsbreach, or workmanship or from result in a default of any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newcontract, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, sampleslease, or other descriptions furnished agreement to which it is a party or specified by IOM. IOM shall promptly notify which it is bound, any of which violations, breaches, or defaults could reasonably be expected to have a material adverse effect on the Supplier in writing ability of any claims arising under any warranty contained in Article 9.1 or 9.2 such party to perform its obligations hereunder;
2) its execution of this Agreement. Upon receipt Agreement and performance of its obligations hereunder, do not and will not violate or conflict with the articles of incorporation or by-laws (or other governing instruments) of such noticeparty;
3) when executed and delivered, this Agreement will constitute the Supplier shalllegal, within valid and binding obligation of such party, enforceable against it in accordance with its terms; and
4) it will comply with all then-current applicable laws, rules, and regulations in connection with the time period specified in the notice, repair or replace the defective Goods or parts thereofexercise of their rights and obligations under this Agreement (including, without cost limitation, any related to IOM. IOM’s continued use of such Goods after notifying individual privacy).
(b) In addition to the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further foregoing, InfoSpace represents and warrants that: It has full title , to the Goodsits knowledge, is fully qualified there are no actions, suits, or proceedings, pending or threatened, which will have a material adverse effect on InfoSpace’s ability to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing fulfill its obligations under this Agreement; In all circumstances it shall act .
(c) InfoSpace warrants to Cingular that the Services will be free from material defects in design, material and workmanship.
(d) InfoSpace also warrants to Cingular that the best interests Services provided hereunder will be performed in a professional manner, in material compliance with the specifications in Exhibit A, and with the care, skill, and diligence, and in accordance with the applicable standards, currently recognized in InfoSpace’s profession or industry.
(e) InfoSpace also warrants to Cingular that the Services performed by any of IOM; No officialits representatives, employee or agent of IOM or including any third party has received fromsubcontractor, will be offered byperformed in a professional manner, in material compliance with the specifications in Exhibit A, and with the care, skill and diligence, and in accordance with the applicable standards, currently recognized in InfoSpace’s profession or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to industry. InfoSpace shall be awarded contracts by IOM; It has or shall take out relevant insurance coverage responsible for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for work done by its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as and such work shall be done in compliance with the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term provisions of this Agreement, including any applicable Work Order, Purchase Order or Exhibit.
(f) InfoSpace also warrants that the Implementing Partner determines there are credible allegations Technology it shall utilize has year 2000 capability. Year 2000 capability means that funds transferred the Technology utilized by InfoSpace will:
(i) Read, compute, store, process, display and print data involving dates, including single century and multi-century formulas, and will not cause computational, display, storage or other errors resulting from the liability to it in accordance with this Agreement have been used to provide support accurately or assistance to individuals or entities associated with terrorismcorrectly handle dates, it will inform IOM immediately who in consultation with including, but not limited to, year 2000 and February 29, 2000; and
(ii) Include the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included indication of century in all subcontractsdate-related user interface functionality, data fields, and generated code.
Appears in 3 contracts
Sources: Wireless Services Agreement (Motricity Inc), Wireless Services Agreement (Motricity Inc), Wireless Services Agreement (Motricity Inc)
Warranties. 4.1 The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Service Provider warrants that: :
(a) It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, all the delivery of the Goods Services in accordance with this Agreement; ;
(b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; ;
(c) In all circumstances it shall act in the best interests of IOM; ;
(d) No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Service Provider any direct or indirect benefit arising from this the Agreement or award thereof; ;
(e) It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; ;
(f) The SupplierService Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; ;
(g) It has or shall take out relevant insurance coverage for the period the Supplies Services are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; ;
(h) The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Service Provider shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; .
(i) It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Service Provider becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. .
(j) It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. .
(k) It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Service Provider determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier Service Provider shall ensure that this requirement is included in all subcontracts.
4.2 The Service Provider warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Service Provider shall immediately inform IOM of any suspicion that the following practice may have occurred or exist:
(a) a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution;
(b) a fraudulent practice, defined as any act or omission, including a misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM;
(c) a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit;
(d) a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract.
(e) an obstructive practice, defined as (i) deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to present it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information.
(f) any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities.
4.3 The Service Provider further warrants that it shall:
(a) Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (“SEA”) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement (“other personnel”). For the purpose of this Agreement, SEA shall include:
1. Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favours or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions.
2. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel.
(b) Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries.
(c) Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the person who has committed SEA.
(d) Ensure that the SEA provisions are included in all subcontracts.
(e) Adhere to above commitments at all times.
4.4 The Service Provider expressly acknowledges and agrees that breach by the Service Provider, or by any of the Service Provider’s employees, contractors, subcontractors or agents, of any provision contained in Articles 4.1, 4.2 or 4.3 of this Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this Agreement immediately on written notice without liability. In the event that IOM determines, whether through an investigation or otherwise, that such a breach has occurred then, in addition to its right to terminate the Agreement, IOM shall be entitled to recover from the Service Provider all losses suffered by IOM in connection with such breach.
Appears in 3 contracts
Sources: Service Agreement, Service Agreement, Long Term Agreement for Catering Services and Training Facilities
Warranties. (a) American National represents and warrants to SM&R that:
(i) Any and all Registration Statements required for the Contracts or the Separate Account have been filed with the Commission in the form previously delivered to SM&R and that copies of any and all amendments thereto will be forwarded to SM&R at the time that they were filed with the Commission;
(ii) The Supplier warrants Registration Statements and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933, the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder, and will not contain untrue statements of material facts or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that all Goods supplied this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to American National by SM&R expressly for use herein;
(iii) American National is validly existing as a stock life insurance company in good standing under this Contract shall have no defectthe laws of the State of Texas with corporate power to own its properties and conduct its business as described in the Prospectus, arising from design, materialsand has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which its owns or leases properties, or workmanship or from conducts any act or omission of business, so as to require such qualification;
(iv) The Contracts to be issued by the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newSeparate Account through SM&R hereunder have been duly and validly authorized and, unusedwhen issued and delivered against payment therefor as provided herein, of the most recent or current models will be duly and that they incorporate all recent improvements in design validly issued and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samplesdescription of such Contracts contained in the Prospectuses relating thereto;
(v) Those persons who offer and sell the Contracts are appropriately licensed in a manner as to comply with the state insurance laws;
(vi) The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statutes, any indenture, mortgage, deed of trust, note agreement or other descriptions furnished agreement or specified instrument to which American National is a party or by IOM. IOM shall promptly notify the Supplier in writing which American National is bound, American National's Charter as a stock life insurance company or By-Laws, or any order, rule or regulation of any claims arising under court or governmental agency or body having jurisdiction over American National or any warranty contained in Article 9.1 of its properties; and no consent, approval, authorization or 9.2 order of any court or governmental agency or body is required for the consummation by American National of the transactions contemplated by this Agreement. Upon receipt , except such as may be required under the Securities Exchange Act of such notice1934 or state insurance or securities laws in connection with the purchase and distribution of the Contracts by SM&R; and
(vii) There are no material legal or governmental proceedings pending to which American National or the Separate Account is a party or of which any property of American National or the Separate Account is the subject, the Supplier shall, within the time period specified other than as set forth in the noticeProspectus relating to the Contracts, repair and other than litigation incident to the kind of business conducted by American National which, if determined adversely to American National, would individually or replace in the defective Goods aggregate have a material adverse effect on the financial position, surplus or parts thereof, without cost to IOM. IOM’s continued use operations of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further American National.
(b) SM&R represents and warrants to American National that: :
(i) It has full title is a broker-dealer duly registered with the Commission pursuant to the Goods, is fully qualified to sell Securities Exchange Act of 1934 and a member in good standing of the Goods to IOM, National Association of Securities Dealers and is in compliance with the securities laws in those states in which it conducts business as a company financially sound broker- dealer;
(ii) It shall permit the offer and duly licensedsale of Contracts only by and through persons who are appropriately licensed under both the securities laws and state insurance laws;
(iii) The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of or constitute a default under, with adequate human resourcesany statute, equipmentany indenture, competencemortgage, expertise and skills necessary deed of trust, note agreement or other agreement or instrument to carry out fully and satisfactorily, within the stipulated completion periodwhich SM&R is a party or by which SM&R is bound, the delivery Certificate of Incorporation and By-Laws of SM&R, or any other rule or regulation of any court or governmental agency or body having jurisdiction over SM&R or its property;
(iv) No offering, sale or other disposition of any Contracts will be made until SM&R is notified by American National that the subject Registration Statement has been declared effective and that the Contracts have been released for sale by American National; and such offering, sale or other disposition shall be limited to those jurisdictions that have approved or otherwise permit the offer and sale of the Goods Contracts by American National.
(v) To the extent that any statements or omissions made in accordance the Registration Statements with this Agreement; It shall comply respect to the Contracts, or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to American National by SM&R expressly for use therein, such Registration Statements and any amendments or supplements thereto will, when they become effective or are filed with the Commission, as the case may be, conform in all applicable laws, ordinances, material respects to the requirements of the Securities Act of 1933 and the rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in of the best interests Commission thereunder and will not contain any untrue statement of IOM; No official, employee a material fact or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed omit to state any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible fact required to be awarded contracts by IOM; It has stated therein or shall take out relevant insurance coverage for necessary to make the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do statements therein not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsmisleading.
Appears in 3 contracts
Sources: Distribution and Administrative Services Agreement (American National Variable Life Separate Account), Distribution and Administrative Services Agreement (American National Variable Life Separate Account), Distribution and Administrative Services Agreement (American National Variable Life Separate Account)
Warranties. 10.1 The Supplier warrants that:
10.1.1 it has, and shall ensure its Staff shall have, and shall maintain throughout the Term, all appropriate licences and registrations with the relevant bodies to fulfil its obligations under this Contract;
10.1.2 it has all rights, consents, authorisations, licences and accreditations required to provide the Services and shall maintain such consents, authorisations, licences and accreditations throughout the Term;
10.1.3 where any act of the Supplier requires the notification to and/or approval by any regulatory or other competent body in accordance with any Law and Guidance, the Supplier shall comply fully with such notification and/or approval requirements;
10.1.4 receipt of the Services by or on behalf of the Customer and use of the deliverables or of any other item or information supplied or made available to the Customer as part of the Services will not infringe any third party rights, to include without limitation any Intellectual Property Rights;
10.1.5 it will comply with all Law, Guidance, Policies and the Supplier Code of Conduct in so far as is relevant to the provision of the Services;
10.1.6 it will provide the Services using reasonable skill and care and in accordance with Good Industry Practice and shall fulfil all requirements of this Contract using appropriately skilled, trained and experienced staff;
10.1.7 unless otherwise confirmed by the Customer in writing (to include, without limitation, as part of the Specification and Tender Response Document), it will ensure that any products purchased by the Supplier partially or wholly for the purposes of providing the Services will comply with requirements five (5) to eight (8), as set out in Annex 1 of the Cabinet Office Procurement Policy Note - Implementing Article 6 of the Energy Efficiency Directive (Action Note 07/14 3rd June 2014), to the extent such requirements apply to the relevant products being purchased;
10.1.8 it shall: (i) comply with all Goods supplied relevant Law and Guidance and shall use Good Industry Practice to ensure that there is no slavery or human trafficking in its supply chains; and (ii) notify the Customer immediately if it becomes aware of any actual or suspected incidents of slavery or human trafficking in its supply chains;
10.1.9 it shall at all times conduct its business in a manner that is consistent with any anti-slavery Policy of the Customer and shall provide to the Customer any reports or other information that the Customer may request as evidence of the Supplier’s compliance with this Clause 10.1.9 and/or as may be requested or otherwise required by the Customer in accordance with its anti- slavery Policy;
10.1.10 it has the right and authority to enter into this Contract and that it has the capability and capacity to fulfil its obligations under this Contract;
10.1.11 it is a properly constituted entity and it is fully empowered by the terms of its constitutional documents to enter into and to carry out its obligations under this Contract shall and the documents referred to in this Contract;
10.1.12 all necessary actions to authorise the execution of and performance of its obligations under this Contract have no defect, arising from design, materialsbeen taken before such execution; and
10.2 The Supplier acknowledges that a failure by the Supplier following the Actual Services Commencement Date to submit accurate invoices and other information on time to the Customer may result in the commissioner of health services, or workmanship other entity responsible for reimbursing costs to the Customer, delaying or failing to make relevant payments to the Customer. Accordingly, the Supplier warrants that, from the Actual Services Commencement Date, it shall submit accurate invoices and other information on time to the Customer.
10.3 The Supplier further warrants and undertakes to the Customer that it will inform the Customer in writing upon becoming aware that any act or omission of the Supplier warranties set out in Clause 10 of this Schedule 2 have been breached or there is a risk that any warranties may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied be breached.
10.4 Any warranties provided under this Contract are new, unused, both independent and cumulative and may be enforced independently or collectively at the sole discretion of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsenforcing Party.
Appears in 3 contracts
Sources: Service Level Agreement, Service Level Agreement, Service Level Agreement
Warranties. 4.1 The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Service Provider warrants that: :
(a) It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, all the delivery of the Goods Services in accordance with this Agreement; ;
(b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; ;
(c) In all circumstances it shall act in the best interests of IOM; ;
(d) No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Service Provider any direct or indirect benefit arising from this the Agreement or award thereof; ;
(e) It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; ;
(f) The SupplierService Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; ;
(g) It has or shall take out relevant insurance coverage for the period the Supplies Services are provided under this Agreement; ;
(h) The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price Prices specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Service Provider shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; ;
(i) It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Service Provider becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. ;
(j) It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. ;
(k) It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Service Provider determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier Service Provider shall ensure that this requirement is included in all subcontracts.
4.2 The Service Provider warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Service Provider shall immediately inform IOM of any suspicion that the following practice may have occurred or exist:
(a) a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution;
(b) a fraudulent practice, defined as any act or omission, including a misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM;
(c) a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit;
(d) a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract;
(e) an obstructive practice, defined as (i) deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information;
(f) any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities.
4.3 The Service Provider further warrants that it shall:
(a) Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (“SEA”) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement (“other personnel”). For the purpose of this Agreement, SEA shall include:
1. Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favours or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions;
2. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel;
(b) Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries;
(c) Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the person who has committed SEA;
(d) Ensure that the SEA provisions are included in all subcontracts;
(e) Adhere to above commitments at all times.
4.4 The Service Provider expressly acknowledges and agrees that breach by the Service Provider, or by any of the Service Provider’s employees, contractors, subcontractors or agents, of any provision contained in Articles 4.1, 4.2 or 4.3 of this Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this Agreement immediately on written notice without liability. In the event that IOM determines, whether through an investigation or otherwise, that such a breach has occurred then, in addition to its right to terminate the Agreement, IOM shall be entitled to recover from the Service Provider all losses suffered by IOM in connection with such breach.
Appears in 3 contracts
Sources: Long Term Agreement for the Recurring Provision of Services, Long Term Agreement for the Recurring Provision of Services, Long Term Agreement for the Recurring Provision of Services
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Service Provider warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, all the delivery of the Goods Services in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Service Provider any direct or indirect benefit arising from this the Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring in the procurement of this Agreement; The SupplierService Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; It will maintain reasonable and appropriate organizational, administrative, physical, and technical safeguards to ensure the integrity and confidentiality of the information shared pursuant to this Agreement. The safeguards shall be designed to protect against any foreseeable threats or risks to the security and integrity of such information as well as the unauthorized access, use or disclosure thereof. If requested by IOM at any time during the term of this Agreement, the Service Provider shall provide IOM with copies of its policies, protocols, records, and other relevant materials implementing the safeguards; It has or shall take out relevant insurance coverage for the period the Supplies Services are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price Price(s) specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Service Provider shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Service Provider becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. ; It is not included in the most recent Consolidated United Nations Security Council Sanctions Consolidated List nor is it the subject of any sanctions or other temporary suspension. The Supplier Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions Consolidated List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Service Provider determines there are credible allegations or suspicions that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier Service Provider shall ensure that this requirement is included in all subcontracts. The Service Provider warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Service Provider shall immediately inform IOM of any allegation or suspicion that the following practice may have occurred or exist: fraudulent practice, defined as any act or omission, including misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, a natural or legal person in the procurement process or the execution of a contract party to obtain a financial gain or other benefit, or to avoid an obligation or in such a way as to cause a detriment to IOM; corrupt practice defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another natural or legal person in the procurement process or in contract execution, such as through bribery; collusive practice defined as an arrangement between two or more bidders, or other natural or legal persons designed to achieve an improper purpose, including influencing improperly the actions of another natural or legal person or artificially altering the results of the procurement process to obtain a financial gain or other benefit; coercive practice defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any natural or legal person or the property of any such person to influence improperly its actions or impact the execution of a contract; obstructive practice defined as acts or omissions intended to materially impede the exercise of IOM’s contractual rights of audit, investigation and/or access to information, including deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; unethical practice defined as a practice contrary to the IOM Unified Staff Regulations and Rules or UN Supplier Code of Conduct, such as those relating to conflict of interest, gifts, hospitality, post-employment provisions, abuse of authority, harassment, discriminatory or exploitative practices or practices inconsistent with the rights set forth in the Convention on the Rights of the Child; money laundering practice defined as the conversion or transfer of property knowing that such property is derived from any offence(s), for the purpose of concealing or disguising the illicit origin of the property or of assisting any persons who are involved in such offence(s) to evade the legal consequences of their actions. Property shall include, but not be limited to money. The Service Provider further warrants that it shall: Take all appropriate measures to prevent sexual exploitation and sexual abuse (SEA), as those terms are defined in section 1 of ST/SGB/2003/13 (the “SG Bulletin”),1 and sexual harassment, as that term is defined in section 1 of the UN System Model Policy on Sexual Harassment,2 by its employees or sub-contractors, consultants, interns or volunteers associated with or working on behalf of the Service Provider to perform activities under this Agreement (“Associated Personnel”); accept and follow the standards of conduct listed in section 3 of the SG Bulletin; Promptly and confidentially report to IOM any allegations or suspicions of SEA or SH concerning its employees or Associated Personnel; promptly investigate any credible allegations of SEA or SH concerning its employees or Associated Personnel, and inform IOM of the outcome of such investigation; take appropriate corrective measures, including imposing disciplinary measures on any of its employees or Associated Personnel who has committed SEA or SH, and inform IOM of such corrective measures; Provide to IOM, on written request, all relevant information to determine whether the Service Provider has taken appropriate investigative and corrective action in cases of SEA or SH. Failure to take appropriate investigative or corrective action to the satisfaction of IOM shall constitute material breach of this Agreement; Ensure that the SEA and SH provisions contained in this Article are included in all sub-contracts related to this Agreement; Adhere to the provisions of this Article for the duration of this Agreement. The Service Provider expressly acknowledges and agrees that breach by the Service Provider, its employees or its Associated Personnel, of any provision contained in Articles 5.1, 5.2 or 5.3 of this Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this Agreement immediately on written notice without liability. In the event that IOM determines, whether through an investigation or otherwise, that such a breach has occurred then, in addition to its right to terminate the Agreement, IOM shall be entitled to recover from the Service Provider all losses suffered by IOM in connection with such breach. IOM shall have the right to investigate any allegations (including but not limited to SEA, SH, fraud and corruption) involving the Service Provider, its employees or its Associated Personnel, notwithstanding related investigations undertaken by the Service Provider or national authorities. The Service Provider shall provide its full and timely cooperation with any such investigations. Such cooperation shall include, but shall not be limited to, the Service Provider's obligation to make available its personnel and any relevant documentation for such purposes at reasonable times and on reasonable conditions and to grant access to the Service Provider's premises at reasonable times and on reasonable conditions in connection with such access to the Service Provider's personnel and relevant documentation. The Service Provider shall require its agents, including, but not limited to, the Service Provider's attorneys, accountants or other advisers, to reasonably cooperate with any such investigations carried out by IOM.
Appears in 3 contracts
Sources: Medical Services Agreement, Medical Services Agreement, Medical Services Agreement
Warranties. The Supplier represents, warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform undertakes to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants EY that: It has full title to (1) the Goods, is fully qualified to sell the Goods to IOMWork Products and/or Services shall at all times comply with EY’s specifications, if any, and is applicable law; (2) it shall remedy all defects in and Works Products or Services identified by EY during the agreed defect liability/warranty/AMC period (as applicable) (and where no defect liability period has been agreed, such period shall be 12 months from date of completed performance); (3) the Services and the use by EY and the EY Network Members of the Goods, Software and Work Product and/or any other materials provided by Supplier shall not infringe the intellectual property rights or other rights of any third party; (4) Supplier shall perform its obligations under this Purchase Order professionally and competently and in a company financially sound good and duly licensedworkmanlike manner, consistent with adequate human resourcesthe highest applicable industry practices; (5) Supplier shall obtain all consents, equipmentclearances, competence, expertise permissions and skills licenses necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery all of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this AgreementPurchase Order; In all circumstances it shall act (6) in the best interests event Supplier is not the manufacturer of IOMthe Goods and or Work Products (a) Supplier is an authorized reseller of the OEM and the OEM has specifically authorized the supply of the material to EY; No officialand (b) all warranties provided by the manufacturer shall pass through to EY for its benefit; (7) Supplier shall provide any Goods, employee Work Products and/or Services in accordance with the requirements set out in this Purchase Order and in compliance with any EY codes (including but not limited to Supplier code of conduct - ey-supplier-code-of-conduct-2020.pdf) or agent policies as notified to Supplier by or on behalf of IOM EY from time to time and using personnel with knowledge and experience which is sufficient for the tasks assigned to them; (8) None of the Goods have been declared “End of Sale” as at the date of their supply and if any Goods are declared “End of Support” during the validity of the warranty/AMC period Supplier shall continue to be support such Goods until the expiry of the warranty/AMC period, failing which Supplier shall be replace such Goods with an equivalent or higher specification/functionality product acceptable to EY at no additional cost and within 7 days of such declaration of End of Support unless any third party other time is agreed in writing by EY; (9) In relation to Software and Licensed Items, Supplier represents, warrants and undertakes to EY that: (a) the Goods, Services, Software and/or Work Products shall at all times comply with its published specifications and any other specifications supplied to EY or set out in the Purchase Order, and shall remain free from defects during the warranty/support period.; (b) the Software or Work Products will not contain any viruses or other malicious code (including any device used to disable the Software); (c) Supplier has received fromdisclosed to EY in writing all open source components included in the Software, Services and/or Work Products;
(d) the documentation will be offered by, free from defects and will provide all information necessary for effective operation of the Products or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring Services. Any of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified disclaimers, any limitation of liability and/or any reduction of any applicable statute of limitations shall be deemed of no effect unless explicitly set out in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdictionPurchase Order. In the event that of non- conformance with any of the Supplier becomes aware of any situation were IOM’s legal statusabove warranties, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose correct any such non-conformance and, if unable to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriatedo so promptly, shall determine an appropriate response(at EY’s sole option) replace the Goods and/or Work Product or re-perform the non- conforming Services (as relevant) or promptly refund any fees paid by EY. The Any Goods and/or Work Products supplied in excess and not require pursuant to this Purchase Order shall be taken back by Supplier shall ensure that this requirement is included in all subcontractsat no cost to EY.
Appears in 3 contracts
Sources: Purchase Order Agreement, Purchase Order, Purchase Order Agreement
Warranties. The Supplier warrants to ▇▇▇▇▇ that all Goods supplied under this Contract goods and services furnished to ▇▇▇▇▇ will conform to applicable specifications, instructions, drawings, blueprints, data, samples and any other descriptions, will be of good material and workmanship and free from defects, including defects in design where design is Supplier’s responsibility, and will be free from all liens and encumbrances, and will be new, merchantable and fit for the purpose intended. All warranties will survive inspection, test and acceptance of and payment for the relevant goods and services. This warranty shall have no defectbe for a period sixty (60) months, arising from designunless a different term is stated in prevailing contract documents. .
10.1. This warranty shall run to ▇▇▇▇▇ and its successors, materialsassigns and customers. This warranty shall begin after ▇▇▇▇▇’▇ final acceptance. ▇▇▇▇▇ may, at its option, either (i) return for credit or refund, or workmanship (ii) require prompt correction or from any act or omission replacement of the defective or non-conforming goods. Supplier that may develop under normal use will bear all direct and indirect costs associated with Return to Supplier of defective or non-conforming goods and redelivery to ▇▇▇▇▇ and its customers of corrected or replaced goods, all of which shall be at Supplier’s expense. Supplier shall be liable for all costs of inspecting, assessing, gaining physical access to, and removal and reinstallation of any installed non-conforming goods or services or adjoining goods at ▇▇▇▇▇ or ▇▇▇▇▇’▇ customer. ▇▇▇▇▇ may, at its discretion, invoice or debit the Sellers account in the amount of the supplied warranty costs incurred.
10.2. Deliveries of corrected or replaced goods or services shall be accomplished promptly and shall be accompanied by written notice specifying that such goods or services are corrected, repaired or replaced. ▇▇▇▇▇’▇ remedies with respect to this warranty shall not be limited, restricted or disclaimed in whole or part by any other terms or conditions. ▇▇▇▇▇ retains all its rights at law and in equity for Supplier’s breach of warranty.
10.3. Goods required to be corrected or replaced shall be subject to this article and further inspection rights in the conditions prevailing in same manner and to the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services same extent as goods originally delivered under this Contract will conform contract, but only as to the specificationscorrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, drawings, samples, or other descriptions furnished or specified by IOM. IOM Supplier shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such noticecomply with ▇▇▇▇▇’▇ direction to (i) repair, the Supplier shall, within the time period specified in the notice, repair rework or replace the defective Goods goods or (ii) furnish any materials or parts thereof, without cost and installation instructions required to IOM. IOM’s continued use of such Goods after notifying successfully correct the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsnonconformance.
Appears in 3 contracts
Sources: Standard Terms and Conditions for Purchase, Standard Terms and Conditions for Purchase, Standard Terms and Conditions for Purchase
Warranties. The 8.1 Supplier represents and warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission that: (i) upon delivery of the Supplier that may develop under normal use of the supplied Goods by Iron Mountain, Iron Mountain will have full title guarantee free from all third party rights in the conditions prevailing Goods, (ii) the Goods will conform with their description (including all performance specifications established by Iron Mountain and/or set forth in Supplier’s product literature for the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newor on the Purchase Order), unused, of the most recent or current models and that they incorporate all recent improvements in design (where relevant) such Goods have been designed and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will manufactured so as to conform to the specifications, drawings, samples, or other descriptions furnished or specified (iii) the Goods will be of satisfactory quality and fit for any purpose held out by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, made known to the Supplier shallby the Customer, within the time period specified expressly or by implication, and in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of this respect Iron Mountain relies on the Supplier’s warranty. The Supplier further represents skill and warrants that: It has full title to judgment, (iv) where applicable, be free from defects in design, materials and workmanship and remain so for 12 months following acceptance unless otherwise set out in the GoodsAgreement, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall (v) comply with all applicable lawsstatutory and regulatory requirements relating to the manufacture, ordinanceslabelling, rules packaging, storage, handling and regulations when performing its obligations under this Agreement; In all circumstances it delivery of the Goods, (vi) Iron Mountain shall act in have the best interests right to inspect and test the Goods at any time before delivery, (vii) no part of IOM; No officialthe Goods or Services, employee or agent Iron Mountain’s use thereof, will breach or infringe any Intellectual Property Rights of IOM or any third party party, (viii) Supplier has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible right and authority to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for provide Iron Mountain with the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of or Services and its entering into this Agreement shall constitute not conflict with any contractual or other relationships to which Supplier is bound (ix) in the sole remuneration case of Services, the Services shall be performed with all due care and skill, (x) Services will at all times be performed in accordance with prevailing industry or professional standards by personnel that are familiar with Iron Mountain’s requirements and have appropriate skill, training, and background to perform such Services in a compliant manner and in accordance with prevailing commercial practices and standards in the industry for similar services, (xi) in addition, Supplier is responsible for obtaining and maintaining all necessary licenses, permits and other operating authorisations required to furnish the Goods or for the performance of Services, (xii) the Services will conform with all descriptions and specifications provided to Iron Mountain by the Supplier and with the Statement of Work, (xiii) the Services and Deliverables will be provided in connection accordance with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment all applicable legislation from time to time in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employeesforce, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier will inform Iron Mountain as soon as it becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included changes in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism that legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.
Appears in 2 contracts
Sources: General Terms & Conditions, General Terms & Conditions
Warranties. The Supplier In addition to any other express or implied warranties (none of which are hereby disclaimed), Seller hereby represents and warrants that the following:
A. all Goods supplied under goods and services furnished pursuant to this Contract Order shall have no defect, arising be free from defects in design, workmanship and materials, or workmanship or from and shall comply with the terms of this Order and any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or specifications and other descriptions furnished or specified by IOM. IOM shall promptly notify incorporated herein; Seller has the Supplier facilities, personnel, experience and expertise sufficient in writing of any claims arising under any warranty contained quality and quantity to perform this Order and agrees that it will perform all services pursuant to this Order in Article 9.1 or 9.2 a good and ▇▇▇▇▇▇▇ like consistent with highest industry standards and in conformance with the requirements of this Agreement. Upon receipt of such noticeOrder; if Seller performs services on Buyer’s premises, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It Seller shall comply with all the applicable lawsenvironmental, ordinances, security and safety rules and regulations when performing of the particular location where the services are to be performed, and ▇▇▇▇▇ agrees that said environmental, security and safety rules and regulations shall be made available to Seller upon request; Seller shall ensure its compliance with the quality requirements outlined below in the performance of its obligations under this AgreementOrder; In when applicable to the services or goods supplied under this Order, Seller shall maintain an effective and compliant Quality Management System (QMS);
B. all circumstances it goods furnished hereunder shall act in the best interests be of IOM; No official, employee merchantable quality and fit and safe for Buyer's purpose;
C. use or agent sale by Buyer of IOM goods or services furnished hereunder will not infringe any third party has received fromclaims of any patent, trademark or copyright, or other intellectual property rights; Seller warrants that performance of services under this Order will not violate any proprietary rights of any third party, including, without limitation, confidential relationships, patent and copyright rights, and will be offered byperformed in accordance with applicable laws and regulations, including, but not limited to, the Economic Espionage Act of 1996 (18 U.S.C. Sections 1831-1839);
D. all goods and services covered by this Order shall meet or exceed the safety Standards established and promulgated under the Occupational Safety and Health Act and its regulations in effect or proposed as of the date of this Order;
E. all goods and services provided hereunder shall be manufactured, packaged, labeled, shipped and/or performed, as applicable, in accordance with all federal, state and local laws and regulations and any goods shipped hereunder are not adulterated or misbranded as those terms are defined in the Food, Drug and Cosmetic Act, nor are they misbranded hazardous substances as that term is defined in the Hazardous Substances Act;
F. all chemical substances sold, whether individually or as a part of a mixture or mixtures, including impurities, were not manufactured, processed or distributed in commerce in violation of Section 5 or 6 of the Toxic Substances Control Act (the "TSCA"), a rule or order under Section 5 or 6 of the TSCA, or will receive from the Supplier any direct an order issued in an action brought under Section 5 or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration 7 of the Supplier in connection with this AgreementTSCA; and
G. as of the delivery date, software and any revision(s) thereto will not contain any computer virus or code that could be otherwise hostile, damaging or disabling to Buyer's existing information systems;
▇. The Supplier ▇▇▇▇▇▇ shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities deliver good and marketable title to all goods furnished pursuant to this Agreement Order, including, without limitation, the media, articles, materials, drawings, data, information and other tangible and intangible property, and the design, delivery, installation, inspection, testing, expediting and maintenance and all related activities, specified as items, or the discharge required to furnish item s, ordered by this Order;
I. Seller is free to enter into and fully perform this Order and has obtained any and all grants of authority necessary to do so from its obligations Board of Directors or otherwise; and
J. all accreditations disclosed to Buyer in writing shall be in place and in good standing with respect to any Products and services provided hereunder. The Supplier Seller’s obligations under all such warranties shall ensure that survive and be unaffected by any subcontractorsinspection, as well as the officerstesting, employeesacceptance and use. All such warranties shall run to Buyer, ▇▇▇▇▇’s Affiliates, and agents their respective successors, assigns and customers, and to users and consumers of, and others affected by, the goods or services. Upon request of either of themBuyer, similarlySeller agrees promptly to replace or repair any goods or services not conforming to this Order or to any warranty set forth in this Order, shall not receive without any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdictionexpense (including transportation expense) to Buyer. In the event that the Supplier becomes aware of any situation were IOMSeller’s legal statusfailure promptly to repair or replace such goods or services, privileges Buyer, after reasonable notice to Seller, may repair or immunities are not fully respected, it shall immediately inform IOM. It is not included replace such goods or services and charge Seller for all costs incurred by Buyer in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsdoing so.
Appears in 2 contracts
Sources: Purchase Order, Purchase Order
Warranties. 9.1 The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. This warranty shall remain valid for 12 (twelve) months after the Goods have been delivered to and accepted at the final destination indicated in the Contract.
9.2 The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Goods/Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. .
9.3 IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. warranty.
9.4 Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. .
9.5 IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. .
9.6 The Supplier further represents and warrants that: :
(a) It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; ;
(b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; ;
(c) In all circumstances it shall act in the best interests of IOM; ;
(d) No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; ;
(e) It has not misrepresented or concealed any material facts in the procuring of this Agreement; ;
(f) The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; ;
(g) It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; ;
(h) The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; ;
(i) The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; ;
(j) It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. .
(k) It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. .
(l) It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.
9.7 The Supplier warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Supplier shall immediately inform IOM of any suspicion that the following practice may have occurred or exist:
(a) a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution;
(b) a fraudulent practice, defined as any act or omission, including a misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM;
(c) a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit;
(d) a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract.
(e) an obstructive practice, defined as (i) deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to present it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information.
(f) any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities.
9.8 The Supplier further warrants that it shall:
(a) Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (“SEA”) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement (“other personnel”). For the purpose of this Agreement, SEA shall include:
1. Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favors or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions.
2. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel.
(b) Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries.
(c) Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the person who has committed SEA.
(d) Ensure that the SEA provisions are included in all subcontracts.
(e) Adhere to above commitments at all times.
9.9 The Supplier expressly acknowledges and agrees that breach by the Supplier, or by any of the Supplier’s employees, contractors, subcontractors or agents, of any provision contained in Articles 9.6, 9.7, or 9.8 of this Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this Agreement immediately on written notice without liability. In the event that IOM determines, whether through an investigation or otherwise, that such a breach has occurred then, in addition to its right to terminate the Agreement, IOM shall be entitled to recover from the Supplier all losses suffered by IOM in connection with such breach.
Appears in 2 contracts
Sources: Agreement for the Supply and Delivery of Goods, Supply and Delivery Agreement
Warranties. The Supplier Borrower warrants that Borrower is lawfully seized of a fee simple estate in the Property hereby conveyed and has the right to mortgage, convey, grant and assign the Property, that the Property is subject in all Goods supplied cases to no lien, charge or encumbrance other than those set forth on Exhibit B attached hereto or hereafter approved by Lender in writing after the date hereof (collectively, the "Permitted Encumbrances"), that this Instrument is and will remain a valid and enforceable first lien on the Property subject to Permitted Encumbrances and the Permitted Liens, and that Borrower shall cooperate to preserve such title, and will forever warrant and defend the title, validity and priority of the lien hereof against the claims of all persons and parties whomsoever except as to the Permitted Encumbrances. Borrower further warrants that except as set forth in the Credit Agreement (i) Borrower has full power and authority to consummate the transactions contemplated hereby and perform its obligations under this Contract shall have Instrument, the Notes, the Credit Agreement and any other documents given to evidence or further secure the obligations provided for herein; (ii) there are no defectactions, arising from design, materialssuits or proceedings or investigations at law or in equity pending, or workmanship to the knowledge of Borrower threatened against or from affecting it or the Property, and Borrower is not in default with respect to any act order, writ, judgment, decree or omission demand of any court or any governmental authority; (iii) the execution and delivery by Borrower of this Instrument, the Notes, the Credit Agreement and any other documents given to evidence or further secure the obligations provided for herein do not and will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement or other instrument or document to which Borrower is a party or by which it may be bound or affected; (iv) to the best of Borrower's knowledge, the Property is fully connected to all utility services necessary for the use and operation of the Supplier that may develop Property in adequate capacities to serve the Property for its intended purpose; (v) to the best of Borrower's knowledge, a final unconditional certificate of occupancy (or alternative certificate if no certificate of occupancy is issued under normal local law) has been issued and all other material licenses and permits necessary for the lawful use and operation of the supplied Goods Property have been obtained and will remain in full force and effect; and (vi) to the conditions prevailing in the country best of final destination. The Supplier warrants that all Goods supplied under this Contract are newBorrower's knowledge, unused, Borrower's operation of the most recent or current models and that they incorporate all recent improvements Property is in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply material compliance with all applicable laws, ordinancesregulations, rules rules, ordinances and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsrestrictive covenants.
Appears in 2 contracts
Sources: Credit Agreement (Best Universal Lock Co), Credit Agreement (Best Lock Corp)
Warranties. The Supplier (a) Warranties, guarantees and/or maintenance services as specified and applicable to the materials or work required under this Agreement shall be the sole obligation and responsibility of you. Seller warrants with respect to all goods sold under this order that (i) such goods will be free of any claim by any third party, (ii) it will convey title to Purchaser of such goods, (iii) such goods will be new, of merchantable quality, free from all Goods defects in design, workmanship and materials, (iv) if the Seller has any reason to know any particular purpose for which the Purchaser intends to use such goods, that they will be fit for the particular purpose for which they are purchased, and (v) such goods shall conform with the specifications, samples, drawings, designs, or other requirements (including performance specifications) approved or adopted by Purchaser.
(b) Any attempt by Seller to limit or negate any warranties or remedies of Purchaser in accepting or performing this order shall be void without Purchaser’s written consent.
(c) All warranties shall survive inspection tests, acceptance and use by Purchaser and its customer.
(d) Seller’s warranties shall cover the design and performance specifications of all goods supplied under this Contract order or any suborder including any apparatuses and components furnished by Seller for the benefit of any party to which Purchaser may be liable. Seller shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models indemnify Purchaser and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform its customer according to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing terms of Section 7 below for any claims arising under involving any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are goods provided under this Agreement; order.
(e) The prices for the Goods under this Agreement do above clauses (a), (b), (c) and (d) shall apply in any case, whether or not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 Purchaser has furnished installation instructions.
(f) Any course of this Agreement dealing, course of performance or usage of trade shall constitute the sole remuneration of the Supplier in connection with this Agreementnot exclude or modify any implied warranties. The Supplier above is in addition to and not in lieu of any other obligations or warranties you may have or rights or remedies we may have. You also agree to be responsible for and to correct any and all damages resulting from any defective materials or workmanship and your work to correct the workmanship and your work to correct the above. Emergency repairs or protection by the owner or ▇▇▇▇ shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to invalidate this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractswarranty.
Appears in 2 contracts
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further Customer represents and warrants that: It :
(a) it owns any Bulk Wheat tendered for delivery by or on behalf of it;
(b) the full particulars of the variety of the Bulk Wheat disclosed on any form are true and correct;
(c) it has full title not manipulated or loaded any delivery in any way to prevent the making of an accurate assessment by CBH of the quality of the Bulk Wheat using CBH’s standard sampling procedures;
(d) Bulk Wheat being tendered for delivery will not:
(i) include any Contaminant; or
(ii) be in breach of the Bulk Handling Act or the Bulk Handling Regulations;
(e) unless it has advised CBH in writing prior to delivery, all of the Bulk Wheat was grown between the May and September immediately prior to the Goodscurrent Season;
(f) all of the Bulk Wheat in a delivery has been or is only contained in equipment, is fully qualified bags, farm implements, farm storages and Bulk Wheat motor bodies that have:
(i) not contained any Bulk Wheat product prior to sell the Goods to IOMcontaining Bulk Wheat of this current Season and are free from insects and vermin; or
(ii) previously contained a Bulk Wheat product, but have been freed of all such Bulk Wheat product and is a company financially sound free from insects and duly licensedvermin;
(g) any vehicle that has previously transported non-Bulk Wheat or contaminated Bulk Wheat products:
(i) is clean, with adequate human resources, equipment, competence, expertise dry and skills necessary free of any remaining materials and odours from previous loads;
(ii) has been washed under high pressure prior to carry out fully and satisfactorily, within delivering any Bulk Wheat; and
(iii) has the stipulated completion period, details of previous loads disclosed on the delivery relevant form;
(h) if any of the Goods Bulk Wheat has been treated with substances for the control of insects, details of the substances and the application of those substances has been provided in writing to CBH on the relevant form and the use of any other chemical in the process of planting, growing and storage of Bulk Wheat has been in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules the levels prescribed in any relevant legislation and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it also in accordance with this Agreement have been used the usage instructions;
(i) none of the Bulk Wheat in a delivery is a Genetically Modified Organism (unless declared in writing to, and approved in writing by, CBH before the delivery enters the Port Terminal Facility); and
(j) any information it provides to provide support CBH is true and correct and not misleading or assistance deceptive or likely to individuals mislead or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsdeceive.
Appears in 2 contracts
Sources: Port Terminal Services Agreement, Port Terminal Services Agreement
Warranties. (a) The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants to the Company that: It :
(i) (Title) it has full good title to the Goods, is fully qualified to sell Goods and that the Goods to IOMare free from any encumbrances, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM liens or any third party has received from, will claims whatsoever;
(ii) (IP) it is entitled to use and deal with any Intellectual Property Rights which may be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared used by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier it in connection with the Goods and/or the Services and to grant to the Company the licences contemplated by this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment ;
(iii) (Goods) the Goods:
(A) conform in connection all respects with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, including any specifications and other requirements supplied to the Implementing Partner determines there Supplier as part of the Purchase Order; and
(B) are credible allegations new, free from defects (including defects in installation) and of merchantable quality; and
(iv) (Services) the Services:
(A) must be performed to the standard of care, skill and diligence that funds transferred would normally be expected of a reputable and competent supplier providing services similar to it the Services;
(B) conform in accordance all respects with this Agreement Agreement, including any specifications and other requirements supplied to the Supplier as part of the Purchase Order; and
(C) will be performed by the person(s) specified to perform the Services in the Purchase Order (if any); and
(v) (Approvals) it must obtain and maintain, and ensure that each of its Personnel obtains and maintains, all Approvals required to enable the provision of the Goods and/or Services to be undertaken lawfully.
(b) The Company is not liable to pay the Supplier for any Goods or Services that contain Defects until the Defects have been used remedied to provide support the satisfaction of the Company.
(c) Prior to the expiration of the Defects Liability Period, at the option of the Company, and at no cost to the Company, the Supplier will at its own cost and expense, as soon as reasonably practicable upon receipt of notice that Goods or assistance Services contain Defects, either re-perform, replace or repair and make good the Goods or Services or part thereof notified by the Company to individuals be defective. With respect of any remedial work of Defects performed by the Supplier under this clause 7, the Defects Liability Period will be extended for a period of 12 months from the date the remedial work is completed.
(d) The Company’s right to require remedial work of Defects is in addition to and not in lieu of any other remedies it may have at law or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsequity.
Appears in 2 contracts
Sources: Terms and Conditions for Supply of Goods and/or Provision of Services, Supply Agreement
Warranties. The Supplier Customer represents and warrants that: it owns any Bulk Wheat tendered for delivery by or on behalf of it; the full particulars of the variety of the Bulk Wheat disclosed on any form are true and correct; it has not manipulated or loaded any delivery in any way to prevent the making of an accurate assessment by CBH of the quality of the Bulk Wheat using CBH’s standard sampling procedures; Bulk Wheat being tendered for delivery will not: include any Contaminant; or be in breach of the Bulk Handling Act or the Bulk Handling Regulations; unless it has advised CBH in writing prior to delivery, all of the Bulk Wheat was grown between the May and September immediately prior to the current Season; all of the Bulk Wheat in a delivery has been or is only contained in equipment, bags, farm implements, farm storages and Bulk Wheat motor bodies that have: not contained any Bulk Wheat product prior to the containing Bulk Wheat of this current Season and are free from insects and vermin; or previously contained a Bulk Wheat product, but have been freed of all Goods supplied such Bulk Wheat product and is free from insects and vermin; any vehicle that has previously transported non-Bulk Wheat or contaminated Bulk Wheat products: is clean, dry and free of any remaining materials and odours from previous loads; has been washed under high pressure prior to delivering any Bulk Wheat; and has the details of previous loads disclosed on the relevant form; if any of the Bulk Wheat has been treated with substances for the control of insects, details of the substances and the application of those substances has been provided in writing to CBH on the relevant form and the use of any other chemical in the process of planting, growing and storage of Bulk Wheat has been in accordance with the levels prescribed in any relevant legislation and also in accordance with the usage instructions; none of the Bulk Wheat in a delivery is a Genetically Modified Organism (unless declared in writing to, and approved in writing by, CBH before the delivery enters the Port Terminal Facility); and any information it provides to CBH is true and correct and not misleading or deceptive or likely to mislead or deceive. HMMS and road vehicle registration Subclauses 5.6(b) to 5.6(e) inclusive apply in relation to any deliveries from a farm by the Customer or its agent to the Port Terminal Facility during the Harvest Shipping Period or such other period as may be published from time to time by Main Roads WA. All road vehicles delivering Bulk Wheat to a Port must be registered with CBH. Outside of the Harvest Shipping Period (or such other period published by Main Roads WA) CBH is not obliged to receive Bulk Wheat from road vehicles in excess of their relevant mass limits. The HMMS is incorporated as part of the terms of this Agreement in respect of any deliveries of Bulk Wheat to the Port Terminal Facility by road vehicles that may occur. If, as part of CBH’s HMMS, the Customer has an option to give CBH a Forfeiture Approval Authority to forfeit Bulk Wheat in excess of the Acceptable Vehicle Mass (as that term is defined in the HMMS), CBH is entitled to deduct, in accordance with the HMMS and the Forfeiture Approval Authority, the relevant tonnage from the delivered Bulk Wheat when calculating the Customer’s Bulk Wheat Entitlement in accordance with clause 6.3. Title to any Bulk Wheat deducted under this Contract shall have no defectclause vests in CBH and CBH may donate the Bulk Wheat or the proceeds from its sale to a charity or local government at CBH’s discretion. A Forfeiture Approval Authority: is valid and binding on the Customer until CBH acknowledges receipt of an instruction to vary it; and may be varied on an individual delivery basis by signing a contrary instruction on the CDF. Notwithstanding anything in the HMMS, arising the Customer agrees: that it is solely responsible for ensuring that it or its carrier/agent comply with all relevant mass limits prescribed by legislation or regulation for the vehicle used; it will take all necessary steps (including unloading of any mass in excess of those prescribed limits) to ensure compliance; and to indemnify and keep CBH indemnified against all expenses, Loss or Damage incurred by CBH and all actions, claims and demands which may be made against CBH, that arise in relation to the Customer’s non-compliance with any maximum mass limits prescribed by legislation or regulation for the vehicles used by it or its carrier/agent to deliver Bulk Wheat to a CBH Port Terminal Facility. Bulk Wheat Storage Services Service Description: This service involves storage of Bulk Wheat at Port Terminal Facilities. Service Availability Bulk Wheat Storage Services are provided by CBH under this Agreement for the purpose of export accumulation only. The Bulk Wheat Storage Services are provided at a Port Terminal Facility if the relevant Storage is available. Outturn Specifications Subject to clauses 6.5 and 6.6, the loads of Bulk Wheat delivered to CBH will be Outturned by CBH upon request from designthe Customer, materials, or workmanship or from any act or omission subject to the terms of this Agreement. Bulk Wheat Entitlement CBH will maintain a register of the Supplier that may develop under normal use Customer’s entitlement to Bulk Wheat stored at Port Terminal Facilities (the “Bulk Wheat Entitlement”). A certificate by an officer of CBH as to the Bulk Wheat Entitlement shall be prima facie evidence of the supplied Goods in loads of Bulk Wheat that have been delivered to CBH and which the conditions prevailing in Customer is entitled to have Outturned from the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newCBH Port Terminal Facility, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform subject always to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 terms and conditions of this Agreement. Upon receipt request and subject always to clause 6.3(d), CBH will provide the Customer with information regarding the Bulk Wheat held at the Port Terminal Facility and delivered to the Port Terminal Facility by the Customer. The Bulk Wheat Entitlement of such noticethe Customer is calculated at any particular point in time by aggregating the weight of the loads of Bulk Wheat received by CBH at the Port Terminal Facility on behalf of the Customer or transferred to the Customer: less the relevant Shrinkage factor specified in clause 6.5; less the relevant Bulk Wheat Dust Deduction in clause 6.6 where the Bulk Wheat is Outturned via the Port Terminal Facility into the Nominated Vessel; less the weight of any Bulk Wheat that is damaged or destroyed as a result of a riot, industrial dispute, civil commotion, war, act of God or any unforeseen cause not attributable to the negligence of CBH; less the weight of any NCV Bulk Wheat or damaged Bulk Wheat in respect of which an insurance claim has been made and paid to the Customer in accordance with clauses 13.1 and 14.1; less the weight of any Outturned Bulk Wheat. CBH does not warrant the correctness or completeness of data that has been supplied by the Customer in relation to loads of Bulk Wheat delivered to the terminal by the Customer. Bulk Wheat Fumigation CBH will not fumigate Bulk Wheat delivered to the Port Terminal Facility unless insect activity is detected by either or both CBH and AQISDAFF. Fumigation services as set out in the the Fees and Charges Schedule will be carried out by CBH on all Bulk Wheat where required in its Port Terminal Facility to protect the Bulk Wheat. The application of remedial fumigation services as set out in clause 5.3(g) will limit availability of the Bulk Wheat in accordance with standard CBH Bulk Wheat protection practices. CBH will consult with the Customer as to the type of fumigant to be used. The Customer must nominate a representative who is available on a 24/7 basis to confirm available fumigation options. If CBH using reasonable endeavours is unable to obtain confirmation from the representative or agreement with the representative as to an alternative fumigant, CBH will determine the type of fumigant to be used. The Customer will be responsible for all charges for fumigation services incurred pursuant to this clause 6.4(b) at the rates prescribed in the Fees and Charges Schedule unless an alternative fumigant and rate is agreed. Where the Bulk Wheat delivered by a Customer to a Port Terminal Facility has been fumigated prior to delivery, the Supplier shallCustomer shall provide a Fumigation Statement detailing any Bulk Wheat treatment information following a written request from CBH. Where Bulk Wheat has been fumigated at the Port Terminal Facility by CBH: CBH shall have no liability for any delays in loading the Customer’s Vessel as a result of the unavailability of the Bulk Wheat under fumigation; CBH shall provide a Fumigation Statement detailing any Bulk Wheat treatment information within 3 Business Days of receiving a written request from the Customer. Shrinkage Notwithstanding any other clause in this Agreement, within CBH will apply a Shrinkage factor to all Bulk Wheat delivered by the time period Customer to the Port Terminal Facility to determine the quantity of Bulk Wheat that CBH is obliged to Outturn on behalf of the Customer. The Shrinkage factor for Bulk Wheat is 0.50%. Bulk Wheat Dust Dust, chaff or fines removed at any stage of the handling process into a CBH dust extraction system is considered be NCV dust and CBH is entitled to dispose of NCV dust as it sees fit. CBH will apply a Bulk Wheat Dust Deduction of 0.25% from a Customer’s Bulk Wheat Entitlement when the relevant Bulk Wheat type is Outturned from a Port Terminal Facility into a vessel. Additional Bulk Wheat Storage Charges CBH will invoice the Customer for Additional Storage Charges at the rates specified in the notice, repair or replace Fees and Charges Schedule if: there is any residual Bulk Wheat Entitlement following the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver loading of the SupplierCustomer’s warranty. The Supplier further represents vessel; or the relevant Shipping Window has passed and warrants thatthe Customer’s Nominated Vessel has not commenced loading as a result of: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery failure of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act Customer to make a Vessel Nomination which has an ETA in the best interests of IOMShipping Window; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts delays in the procuring date and time of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration Arrival of the Supplier Customer’s Nominated Vessel or delays in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware passing of any situation were IOM’s legal status, privileges Relevant Surveys; the Customer failing to meet the Accumulation Plan agreed with CBH; or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation quality issues with the donors as appropriateCustomer’s Bulk Wheat Entitlement, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.namely:
Appears in 2 contracts
Sources: Port Terminal Services Agreement, Port Terminal Services Agreement
Warranties. The Supplier 12.1 NEN warrants that, at the time of shipment, any Terminator supplied or sold to Orchid will (i) be free and clear of all liens and encumbrances, with NEN having good title thereto, (ii) be free from any defects in materials and workmanship, and (iii) conform to its Specifications. NEN warrants that all Goods supplied under this Contract shall have no defectthe sale of any Terminator delivered hereunder will not infringe the claims of any patent covering the Terminators themselves, arising from design, materials, or workmanship or from any act or omission but does not warrant against infringement by reason of the Supplier that may develop under normal use of the supplied Goods thereof in combination with other products or in the conditions prevailing in the country operation of final destinationany process. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise Unless stated elsewhere in this ContractAgreement, NEN MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing Notification of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not under (ii) and (iii), above, must be considered a waiver made within thirty (30) days of Orchid's receipt of the Supplier’s warrantyorder unless otherwise provided in writing by NEN. The Supplier further No claim shall be honored if Orchid fails to notify NEN within the period specified. THE SOLE AND EXCLUSIVE REMEDY OF ORCHID FOR ANY LIABILITY OF NEN OF ANY KIND INCLUDING LIABILITY BASED UPON WARRANTY (EXPRESSED OR IMPLIED, WHETHER CONTAINED HEREIN OR ELSEWHERE), STRICT LIABILITY, CONTRACT, OR OTHERWISE IS LIMITED TO THE REPLACEMENT OF THE GOODS OR THE REFUND OF THE INVOICE PRICE OF THE GOODS. NEN SHALL NOT IN ANY CASE BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND.
12.2 NEN represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery that none of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies NEN Patents are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if litigation and that it becomes subject to is not aware of any sanction or temporary suspension during infringement of any of the term of this Agreement. It must not employNEN Patents.
12.3 NEN MAKES NO WARRANTY OR REPRESENTATION THAT ANY COMBINATION OF A TERMINATOR WITH ANY OTHER PRODUCT, provide resources toOR ANY USE OF A TERMINATOR WILL NOT INFRINGE ANY PATENT, supportTRADE SECRET OR OTHER PROPRIETARY RIGHT, contract or otherwise deal with any personFOREIGN OR DOMESTIC, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. IfOF ANY THIRD PARTY.
12.4 THERE ARE NO OTHER WARRANTIES, during the term of this AgreementEXPRESS OR IMPLIED, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorismRESPECTING TERMINATORS AND NONE ARE CREATED, it will inform IOM immediately who in consultation with the donors as appropriateWHETHER UNDER THE UNIFORM COMMERCIAL CODE, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsCUSTOM OR USAGE IN THE INDUSTRY OR THE COURSE OF DEALINGS BETWEEN THE PARTIES.
Appears in 2 contracts
Sources: Licensing Agreement (Orchid Biosciences Inc), License and Supply Agreement (Orchid Biosciences Inc)
Warranties. (a) American National represents and warrants to SM&R that:
(i) Any and all Registration Statements required for the Contracts or the Separate Account have been filed with the Commission in the form previously delivered to SM&R and that copies of any and all amendments thereto will be forwarded to SM&R at the time that they were filed with the Commission;
(ii) The Supplier warrants Registration Statements and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933, the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder, and will not contain untrue statements of material facts or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that all Goods supplied this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to American National by SM&R expressly for use herein;
(iii) American National is validly existing as a stock life insurance company in good standing under this Contract shall have no defectthe laws of the State of Texas with corporate power to own its properties and conduct its business as described in the Prospectus, arising from design, materialsand has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which its owns or leases properties, or workmanship or from conducts any act or omission of business, so as to require such qualification;
(iv) The Contracts to be issued by the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newSeparate Account through SM&R hereunder have been duly and validly authorized and, unusedwhen issued and delivered against payment therefor as provided herein, of the most recent or current models will be duly and that they incorporate all recent improvements in design validly issued and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samplesdescription of such Contracts contained in the Prospectuses relating thereto;
(v) Those persons who offer and sell the Contracts are appropriately licensed in a manner as to comply with the state insurance laws;
(vi) The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statutes, any indenture, mortgage, deed of trust, note agreement or other descriptions furnished agreement or specified instrument to which American National is a party or by IOM. IOM shall promptly notify the Supplier in writing which American National is bound, American National's Charter as a stock life insurance company or By-Laws, or any order, rule or regulation of any claims arising under court or governmental agency or body having jurisdiction over American National or any warranty contained in Article 9.1 of its properties; and no consent, approval, authorization or 9.2 order of any court or governmental agency or body is required for the consummation by American National of the transactions contemplated by this Agreement. Upon receipt , except such as may be required under the Securities Exchange Act of such notice1934 or state insurance or securities laws in connection with the purchase and distribution of the Contracts by SM&R; and
(vii) There are no material legal or governmental proceedings pending to which American National or the Separate Account is a party or of which any property of American National or the Separate Account is the subject, the Supplier shall, within the time period specified other than as set forth in the noticeProspectus relating to the Contracts, repair and other than litigation incident to the kind of business conducted by American National which, if determined adversely to American National, would individually or replace in the defective Goods aggregate have a material adverse effect on the financial position, surplus or parts thereof, without cost to IOM. IOM’s continued use operations of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further American National.
(b) SM&R represents and warrants to American National that: :
(i) It has full title is a broker-dealer duly registered with the Commission pursuant to the Goods, is fully qualified to sell Securities Exchange Act of 1934 and a member in good standing of the Goods to IOM, National Association of Securities Dealers and is in compliance with the securities laws in those states in which it conducts business as a company financially sound broker-dealer;
(ii) It shall permit the offer and duly licensedsale of Contracts only by and through persons who are appropriately licensed under both the securities laws and state insurance laws;
(iii) The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of or constitute a default under, with adequate human resourcesany statute, equipmentany indenture, competencemortgage, expertise and skills necessary deed of trust, note agreement or other agreement or instrument to carry out fully and satisfactorily, within the stipulated completion periodwhich SM&R is a party or by which SM&R is bound, the delivery Certificate of Incorporation and By-Laws of SM&R, or any other rule or regulation of any court or governmental agency or body having jurisdiction over SM&R or its property;
(iv) No offering, sale or other disposition of any Contracts will be made until SM&R is notified by American National that the subject Registration Statement has been declared effective and that the Contracts have been released for sale by American National; and such offering, sale or other disposition shall be limited to those jurisdictions that have approved or otherwise permit the offer and sale of the Goods Contracts by American National.
(v) To the extent that any statements or omissions made in accordance the Registration Statements with this Agreement; It shall comply respect to the Contracts, or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to American National by SM&R expressly for use therein, such Registration Statements and any amendments or supplements thereto will, when they become effective or are filed with the Commission, as the case may be, conform in all applicable laws, ordinances, material respects to the requirements of the Securities Act of 1933 and the rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in of the best interests Commission thereunder and will not contain any untrue statement of IOM; No official, employee a material fact or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed omit to state any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible fact required to be awarded contracts by IOM; It has stated therein or shall take out relevant insurance coverage for necessary to make the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do statements therein not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsmisleading.
Appears in 2 contracts
Sources: Distribution and Administrative Services Agreement (American National Variable Annuity Separate Account), Distribution and Administrative Services Agreement (American National Variable Annuity Separate Account)
Warranties. The Supplier warrants to ABH that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services Materials delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities ABH pursuant to this Agreement or shall conform with the discharge of its obligations hereunder. The Supplier Specifications and that such Materials shall ensure that any subcontractors(i) be free from defects in material and workmanship, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included (ii) be in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal compliance with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List applicable law and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it regulatory requirements and (iii) be manufactured in accordance with this Agreement and (iv) not be adulterated within the meaning of applicable federal law and compliant with current good manufacturing practices under 21 CFR part 810, if applicable. Supplier further warrants that to the best of Supplier’s knowledge the Materials do not infringe any United States or foreign patent or any other intellectual property right, but this infringement warranty shall not be applicable to the extent that any Specifications are supplied to Supplier by ABH. SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MATERIALS. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY SUPPLIER. ABH’S SOLE REMEDY FOR A BREACH OF THESE WARRANTIES (OTHER THAN THE INDEMNITY PROVISIONS OF SECTION 4.03 HEREOF) IS REFUND OR REPLACEMENT, as described in Section 3.03 hereof. Supplier shall not be responsible for any defects created in a Material after the Material has been received, inspected and accepted by ABH; however, subject to limitations that are set forth elsewhere in this Agreement, Supplier shall be responsible for latent defects in the Materials, but claims for such latent defects must be raised, if at all, within twelve (12) months after the Materials have been used shipped to provide support ABH. ABH warrants to Supplier that to the best of ABH’s knowledge any custom formulation or assistance Specifications provided to individuals Supplier do not infringe any United States or entities associated foreign patent. Changes to Specifications will not be implemented until ABH has approved the revised Specifications in accordance with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsSection 3.02(a) hereof.
Appears in 2 contracts
Sources: Supply Agreement (Advanced BioHealing Inc), Supply Agreement (Advanced BioHealing Inc)
Warranties. THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, EXCEPT AS TO TITLE, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY THE SUPPLIER AND EXCLUDED FROM THIS AGREEMENT. In no event shall Supplier have any warranty obligation to any person with respect to products purchased from someone other than Supplier or one of its contract distributors. Standard Products of Supplier (those products appearing on Supplier's official price list) are warranted to be free from defects in materials and workmanship and, when tested, to meet the applicable published specification as of the date hereof. Development Products of Supplier (those products not appearing on Supplier's official price list) are warranted to be free from defects in materials and workmanship and to meet the agreed to applicable specification supplied by Buyer to Supplier as of the date of this agreement. Unless otherwise specifically agreed to in writing signed by Supplier, Supplier's warranty shall extend for one year from the date of invoice or until Buyer resells the respective product(s), whichever date first occurs. The liability of Supplier warrants under the warranty as herein set forth is limited solely to replacing, repairing or issuing credit (each at the discretion of supplier) for such products that all Goods supplied are defective at the time they are received by Buyer, provided that supplier will not be liable under this Contract shall have warranty unless, (i) Supplier is, during the warranty period, promptly notified in writing upon discovery of defects by Buyer, (ii) the defective unit is returned to Supplier, transportation charges prepaid by Buyer, (iii) the defective unit is received by Supplier for adjustment no defect, arising from design, materials, or workmanship or from any act or omission later than four weeks following the last day of the warranty, and (iv) Supplier's examination of such unit shall disclose to its satisfaction, that such defects have not been caused by misuse, neglect, improper installation, repair, alteration or accident. In no event shall Supplier that may develop under normal use be responsible for reimbursing Buyer for any costs of the supplied Goods in the conditions prevailing in the country replacement of final destinationany defective product. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials shall not be responsible for any shortage unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM Buyer shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon within thirty days following receipt of shipment, of Buyer's claim for any such noticeshortage, together with a reasonably detailed description of the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use basis of such Goods after notifying the Supplier of their defect or failure to conform or breach of claim. IN NO EVENT SHALL SUPPLIER BE LIABLE TO BUYER FOR LOSS OF PROFITS, LOSS OF USE, OR CONSEQUENTIAL DAMAGES BASED UPON A CLAIM FOR BREACH OF CONTRACT OR BREACH OF WARRANTY. Supplier's warranty will shall not be considered a waiver enlarged, diminished or affected by and no obligation or liability shall arise or grow out of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee rendering technical advice or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier service in connection with this Agreement. The Supplier shall not accept Buyer's order for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations products furnished hereunder. The Tools, dies and other equipment furnished Supplier by Buyer shall ensure that any subcontractors, as well as the officers, employees, be at Buyer's risk and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges expense. Weights and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities dimensions set forth in sales literature on equipment products are not fully respected, it shall immediately inform IOM. It is not included guaranteed unless specifically agreed to in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractswriting signed by Supplier.
Appears in 2 contracts
Sources: Foundry Agreement (Stanford Microdevices Inc), Foundry Agreement (Stanford Microdevices Inc)
Warranties. The Supplier In addition to all warranties established by law, Seller hereby warrants that all Goods supplied under and agrees that:
a) All materials and services covered by this Contract order shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, samples or other descriptions furnished or specified adopted by IOM▇▇▇▇▇, and shall be merchantable, fit for the purpose intended, of best quality and workmanship and free from all defects. IOM Buyer shall promptly have the right of inspection and approval, and may reject and return materials or require re-performance of services at Seller’s expense if defective or not in compliance with Buyer’s specifications. Defects shall not be deemed waived by ▇▇▇▇▇’s failure to notify the Supplier in writing Seller upon receipt of materials or completion of services, or by payment of invoice.
b) No disclosure, description or other communication of any claims arising under sort shall be made by Seller to any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver third person of the Supplierfact of ▇▇▇▇▇’s warrantypurchase of materials or contract for services hereunder, or of the details and characteristics thereof without Buyer’s prior consent in writing. The Supplier further represents Anything furnished to Seller by Buyer pursuant to this order, including without limitation, samples, drawings, patterns and warrants that: It has full title to materials, shall remain the Goodsproperty of the Buyer, is fully qualified to sell the Goods to IOMshall be held at Seller’s risk, and is a company financially sound shall be returned upon completion of work, and duly licensedno revelation or reproduction thereof in any form shall be made without Buyer’s prior consent in writing.
c) All materials sold or services rendered pursuant to this order will have been produced, with adequate human resourcessold, equipmentdelivered or rendered to Buyer under terms and conditions which satisfy all the requirements of, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods which are in accordance with this Agreement; It shall comply compliance with all applicable lawslaws and regulations. In addition, ordinancesSeller shall certify on each invoice for materials purchased
d) The use or sale of any materials delivered hereunder, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received frompart thereof, will be offered bydoes no infringe any adverse valid existing patent. Seller agrees to exonerate, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplierindemnify and hold harmless Buyer, its staff customers, users of its products and its and their successors and assigns, of any of them, from any loss, cost or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier expense incurred in connection with this Agreement. The Supplier shall not accept any claim, suit or action for actual or alleged infringement of any such patent, arising out or resulting from use or sale of the material ordered hereunder, and ▇▇▇▇▇▇ further agrees to defend, at its own benefit expense, any trade commissionsuch claim, discount suit or similar payment in connection with activities pursuant to this Agreement or the discharge action brought against Buyer, its customers, users of its obligations hereunder. The Supplier shall ensure that products and its and their successors and assigns, or any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event .
e) ▇▇▇▇▇▇ agrees that the Supplier becomes aware foregoing warranties shall survive acceptance of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsmaterials.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement
Warranties.
(a) The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants to XLam that: It :
(i) (Capacity) it has full the right to enter into the Agreement and perform the Services;
(ii) (Title) it has the right to sell, and transfer title to the Goodsand property in, is fully qualified to sell the Goods to IOMXLam;
(iii) (IP) it is entitled to use and deal with any Intellectual Property Rights which may be used by it in connection with the Goods;
(iv) (Conflict) it and its Personnel do not hold any office or possess any property, are not engaged in any business or activity and is a company financially sound and duly licensed, do not have any obligations whereby duties or interests are or might be created in conflict with adequate human resources, equipment, competence, expertise and skills necessary or might appear to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods be created in accordance conflict with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances and
(v) (Trust) it shall act has not entered into the Agreement on behalf of a trust; and
(vi) (Goods) the Goods:
(A) are new and fit for the purpose stated in the best interests Purchase Order (or, if no purpose is stated, the purpose for which the Goods would ordinarily be used);
(B) conform in all respects with this Agreement;
(C) are free from defects (including defects in installation); and
(D) are of IOMmerchantable quality and comply with all Laws.
(vii) (Modern Slavery) it does not engage in any form of ‘modern slavery’ as that term is defined in the Modern Slavery Act 2018 (Cth); No official, employee or agent of IOM or any third party has received fromand on request, will be offered byprovide XLam with true and correct answers to its annual questionnaire in relation to ‘modern slavery’.
(b) The Supplier must obtain the benefit of any manufacturer’s warranties for XLam.
(c) Unless a longer warranty period has been agreed, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the warranty period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement (including replaced Goods) is 12 months starting on the date XLam accepts the Goods in writing according to clause 3, or if no acceptance has been provided according to clause 3 but acceptance is implied, starting on the date of the final invoice payment (Warranty Period).
(d) Prior to the end of the Warranty Period, if XLam notifies the Supplier that the Goods are not fit for purpose or do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection comply with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations Supplier must promptly rectify the non-compliance following which XLam will undertake further review of the Goods under clause 3.
(e) At XLam's discretion, XLam may:
(i) waive, in writing, the requirement for the Goods to comply with this Agreement;
(ii) if it is satisfied that funds transferred to it the Goods comply with this Agreement, accept the Goods in accordance with clause 3;
(iii) conditionally accept the Goods, subject to the Supplier agreeing to rectify the non- compliance within a reasonable timeframe and on such terms as XLam specifies; or
(iv) subject to XLam having provided the Supplier with at least two opportunities to rectify the non-compliance under this clause, immediately terminate this Agreement have been used by written notice to provide support the Supplier.
(f) If XLam terminates this Agreement under this clause, XLam will be entitled to a full refund of all moneys paid to the Supplier in respect of the Services or assistance deliverables which XLam is unable to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsuse following termination.
Appears in 2 contracts
Sources: Supply Agreement, Supply Agreement
Warranties. The Supplier Seller warrants that all Goods supplied the goods delivered pursuant to this Purchase Order are of the quality specified, meet the specifications, are merchantable, and are fit for their ordinary purpose. Seller shall convey good and merchantable title to the goods and the goods shall be delivered free of any lien or encumbrance. No food, drug, cosmetic, or food additive comprising or being a part of any shipment or other delivery now or hereafter made to Buyer from Seller will be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act (the “FFDCA”), as amended, or any applicable federal, state, or municipal law in which the definitions of adulterations and misbranding are substantially the same as those contained in the FFDCA, or will be an article which may not under the provisions of any such acts be introduced into interstate commerce. The services shall be performed in a good and workmanlike manner, in conformity with any specifications, and with industry standards. All of Seller’s personnel performing the services shall be suitably qualified to perform the services. The goods and services provided under this Contract shall have no defectPurchase Order, arising from designSeller’s process used to design and manufacture the goods, materials, or workmanship or from any act or omission Seller’s performance of the Supplier that may develop under normal services, and the sale, re-sale, and use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newgoods for their ordinary purpose do not infringe on any existing patents, unusedtrademarks, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samplescopyright, or other descriptions intellectual property of a third party and Seller has the right to manufacture and sell the goods to Buyer and the right to perform the services for Buyer. In accepting this Purchase Order, Seller shall be deemed to represent and shall warrant that the goods to be furnished hereunder were or specified by IOM. IOM shall promptly notify will be produced in compliance with the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver requirements of the Supplier’s warrantyFair Labor Standards Act of 1938, as amended. The Supplier Buyer further represents that it will abide by the requirements of Executive order 11246, Section 402 of the Vietnam Era Veterans Readjustments Assistance Act of 1974, Section 503 of the Rehabilitation Act and warrants that: It has full title to the Goodsregulations issued regarding those laws by the Secretary of Labor at 41 CFR §§ 60-1.4(a), is fully 60-300.5(a) and 60-741.5(a), all of which are incorporated here by reference. These regulations prohibit discrimination against qualified to sell the Goods to IOMindividuals based on their status as protected veterans or individuals with disabilities, and is a company financially sound and duly licensedprohibit discrimination against all individuals based on their race, with adequate human resourcescolor, equipmentreligion, competencesex, expertise and skills necessary to carry out fully and satisfactorilysexual orientation, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process gender identity or national jurisdictionorigin. In Moreover, these regulations require that covered parties take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity or national origin, protected veteran status or disability. Executive Order 13496 and the event that regulations issued by the Supplier becomes aware Secretary of any situation were IOM’s legal statusLabor at 29 CFR Part 471 Appendix A to Subpart A, privileges or immunities regarding requirements to post notices of employee rights under the National Labor Relations Act also are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsincorporated here by reference.
Appears in 2 contracts
Sources: Purchase Order, Purchase Order
Warranties. The Supplier warrants that all Goods supplied With respect to the goods or services purchased under this Contract contract and all other goods or services purchased from Seller, Seller expressly warrants for the Warranty Period as follows:
(a) the goods shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will strictly conform to the all specifications, drawings, instructions, advertisements, statements on containers or labels, descriptions and samples; (b) the goods shall be free from defects in workmanship and material and shall be new and of the highest quality; (c) Buyer shall receive title to the goods that is free and clear of any liens, encumbrances and any actual or claimed patent, copyright or trademark infringement; (d) the goods shall be merchantable, safe, and fit for the Buyer’s intended purposes, which purposes have been communicated to Seller; (e) the goods shall be adequately contained, packaged, marked and labeled, (f) all services performed by Seller shall be performed in a competent, workmanlike manner and in accordance with industry standards; (g) the goods shall be manufactured in compliance with all applicable federal, state and local laws, regulations or orders and agency or association standards or other descriptions furnished standards applicable to the manufacture, labeling, transporting, licensing, approval or specified certification. These warranties shall be in addition to all other warranties, expressed, implied or statutory. These warranties shall survive inspection, test, delivery, acceptance, use and payment by IOMBuyer and shall inure to the benefit of Buyer, its successors, assigns, and customers and the users of Buyer’s products. IOM These warranties may not be limited or disclaimed by Seller. If Buyer experiences any defect, failure or non-conformity during the Warranty Period, Buyer shall promptly notify have the Supplier right to take the following actions, at Buyer’s option: (1) retain the defective goods in writing of any claims arising under any warranty contained whole or in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified part with an appropriate adjustment in the notice, price of the goods; (2) require Seller to repair or replace the defective Goods goods in whole or parts thereofin part at Seller’s sole expense, without including all shipping, transportation and installation costs; (3) correct or replace the defective items with similar items and recover the total cost to IOMfrom Seller; and (4) exercise all other rights under the Uniform Commercial Code and any other applicable statutes. IOM’s continued For purposes of this contract, “Warranty Period” shall mean the longer of the following time periods: (a) 18 months from the day of the first use of the goods by Buyer or acceptance by Buyer, whichever occurs later; (b) if the goods are incorporated, in whole or in part, into goods sold by Buyer to third parties, 18 months after acceptance by such Goods after notifying third parties or the Supplier time period of their defect warranty that Buyer gives to such third parties, whichever occurs later. Acceptance of this contract shall constitute an agreement upon Seller’s part to indemnify and hold Buyer harmless from all claims, liability, loss, damage and expense, including attorney’s fees incurred or failure to conform or sustained by Buyer by reason of any breach of warranty will not be considered a waiver of the Supplier’s such warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.
Appears in 2 contracts
Sources: Supplier Agreement, Supplier Agreement
Warranties. (a) Anchor represents and warrants to Distributor that: (i) Registration Statements on Form N-4 for each of the contracts identified on Attachment A have been filed with the Commission in the form previously delivered to Distributor and that copies of any and all amendments thereto will be forwarded to Distributor at the time that they are filed with the Commission;
(ii) The Supplier warrants Registration Statement and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, and the rules and regulations of the Commission under such Acts, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that all Goods supplied under this Contract representation and warranty shall have no defect, arising from design, materials, or workmanship or from not apply to any act statement or omission made in reliance upon and in conformity with information furnished in writing to Anchor by Distributor expressly for use therein;
(iii) Anchor is validly existing as a stock life insurance
(iv) The Contracts to be issued through the Separate Account and offered for sale by Distributor on behalf of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newAnchor hereunder have been duly and validly authorized and, unusedwhen issued and delivered against payment therefor as provided herein, of the most recent or current models will be duly and that they incorporate all recent improvements in design validly issued and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samplesdescription of such Contracts contained in the Prospectuses relating thereto;
(v) Those persons who offer and sell the Contracts are to be appropriately licensed in a manner as to comply with the state insurance laws;
(vi) The performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in a breach or violation of any of the terms or provisions of, or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other descriptions furnished agreement or specified instrument to which Anchor is a party or by IOM. IOM shall promptly notify the Supplier in writing which Anchor is bound, Anchor's Charter as a stock life insurance company or By-laws, or any order, rule or regulation of any claims arising under court or governmental agency or body having jurisdiction over Anchor or any warranty contained in Article 9.1 of its properties; and no consent, approval, authorization or 9.2 order of any court or governmental agency or body is required for the consummation by Anchor of the transactions contemplated by this Agreement. Upon receipt , except such as may be required under the Securities Exchange Act of such notice1934 or state insurance or securities laws in connection with the distribution of the Contracts by Distributor; and
(vii) There are no material legal or governmental proceedings pending to which Anchor or the Separate Account is a party or of which any property of Anchor or the Separate Account is the subject, the Supplier shall, within the time period specified other than as set forth in the noticeProspectus relating to the Contracts, repair or replace and other than litigation incident to the defective Goods or parts thereofkind of business conducted by Anchor, without cost if
(b) Distributor, jointly and severally, represent and warrant to IOM. IOM’s continued use Anchor that:
(i) It is a broker-dealer duly registered with the Commission pursuant to the Securities Exchange Act of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered 1934 and a waiver member in good standing of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the GoodsNational Association of Securities Dealers, is fully qualified to sell the Goods to IOMInc., and is in compliance with the securities laws in those states in which it conducts business as a company financially sound broker-dealer;
(ii) It shall permit the offer and duly licensedsale of Contracts to the public only by and through persons who are appropriately licensed under both the securities laws and state insurance laws and who are appointed in writing by Anchor to be authorized insurance agents;
(iii) The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of or constitute a default under any statute, with adequate human resourcesany indenture, equipmentmortgage, competencedeed of trust, expertise and skills necessary note agreement or other agreement or instrument to carry out fully and satisfactorily, within the stipulated completion periodwhich either Distributor is a party or by which either Distributor is bound, the delivery Certificate of Incorporation or By-laws of either Distributor, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over either Distributor or its property; and
(iv) To the extent that any statements or omissions made in the Registration Statement, or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to Anchor by Distributor expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, Securities Act of 1933 and the rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in of the best interests Commission thereunder and will not contain any untrue statement of IOM; No official, employee a material fact or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed omit to state any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible fact required to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.stated therein
Appears in 2 contracts
Sources: Distribution Agreement (Anchor National Life Insurance Co), Distribution Agreement (Variable Separate Account of Anchor National Life Insur Co)
Warranties. The Supplier Contractor represents, warrants and covenants that:
8.3.1 The Person executing this Contract for the Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition, and obligation of this Contract and that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission actions required of the Supplier that may develop under normal use of the supplied Goods Contractor to provide such actual authority have been fulfilled.
8.3.2 The Services will be performed in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newa professional, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOMcompetent, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods timely manner by appropriately qualified Contractor personnel in accordance with this Agreement; It Contract and consistent with industry best practices.
8.3.3 The VSAP Solution shall comply with all applicable laws, ordinances, rules conform to the Specifications and regulations when performing its obligations under requirements set forth in this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any Contract without material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage deviations for the period commencing upon the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration effective date of the Supplier Contract and continuing through the expiration or termination of Maintenance and Support Services Period. Contractor shall institute quality controls, including suitable testing procedures if any, to ensure that the VSAP Solution complies with the Specifications in connection a manner consistent with this Agreementthe highest applicable industry standards. The Supplier Upon the County's reasonable request, the County shall have the right to review Contractor's quality controls in order to verify and/or improve the quality of the VSAP Solution. This right of review includes the right to verity that there is no existing pattern or repetition of customer complaints regarding the VSAP Solution, including functionality or performance issues, and that Contractor’s engineers have not currently identified any
8.3.4 That Contractor shall not accept for its own benefit negligently cause any trade commissionunplanned interruption of the operations of, discount or similar payment in connection with activities pursuant accessibility to this Agreement the VSAP Solution or any component through any device, method, or means including, without limitation, the use of any “virus,” “lockup,” “time bomb,” “key lock,” “worm,” “back door,” or “Trojan Horse” device or program, or any disabling code, which has the potential or capability of compromising the security of County’s Confidential Information or of causing any unplanned interruption of the operations of, or accessibility of the VSAP Solution or any component to the County or any user or which could alter, destroy, or inhibit the use of the VSAP Solution or any component, or the discharge data contained therein (collectively, “Disabling Device[s]”), which could block access to or prevent the use of its obligations hereunderthe VSAP Solution or any component by the County or users. The Supplier shall ensure that any subcontractorsContractor represents, as well as the officers, employeeswarrants, and agents of either of themagrees that it has not purposely placed, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it aware of, any Disabling Device in any VSAP Solution component provided to the subject County under this Contract, nor shall Contractor knowingly permit any subsequently delivered or provided VSAP Solution component to contain any Disabling Device. In addition, Contractor shall prevent viruses from being incorporated or introduced into the VSAP Solution or Updates thereto prior to the installation onto the VSAP Solution and shall prevent any viruses from being incorporated or introduced in the process of Contractor’s performance of on-line support.
8.3.5 That the Contractor designed or developed components of the VSAP Solution and approved Contractor Pre-existing Materials will not infringe the Intellectual Property rights of any sanctions third-party. To the best of Contractor’s knowledge and subject to Section 8.23.2, any Third-Party Intellectual Property required by, incorporated in, or integrated into the VSAP Solution will not infringe the Intellectual Property rights of any third-party.
8.3.6 There is no pending or threatened litigation that would have a material adverse impact on its performance under the Contract. In addition, Contractor also represents and warrants that based on pending actions, claims, disputes, or other temporary suspension. The Supplier will disclose information, Contractor has no knowledge of a failure of the VSAP Solution to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it perform in accordance with this Agreement have been used the Specifications.
8.3.7 To the extent permissible under the applicable third-party Contracts, Contractor hereby assigns and agrees to provide support or assistance deliver to individuals or entities associated with terrorismthe County all representations and warranties received by Contractor from its third-party licensors and suppliers, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsincluding hardware vendors.
Appears in 2 contracts
Sources: Contract for Voting Solutions Implementation and Support Services, Contract
Warranties. The Supplier warrants that, from the date of tender of delivery of the Goods and for a period of four (4) years thereafter, all Goods: (i) shall be merchantable and free from defects in materials, design and workmanship (whether or not approved by Company); (ii) shall conform to all applicable descriptions, specifications, drawings, plans, instructions, data, samples and models, including those provided by Supplier after contract formation; (iii) shall be fit for the particular purpose(s) for which the Goods are required, and Supplier acknowledges that Company is relying on Supplier’s skill or judgment to furnish suitable Goods; (iv) shall be composed of all new components; (v) shall be free and clear of all liens, encumbrances and any actual or claimed patent, copyright or trademark infringement or other colorable claims; and (vi) shall be manufactured and sold in compliance with all applicable federal, state and local laws, regulations or orders and trade standards applicable to the Goods. Such warranties explicitly extend to future performance of the Goods. These warranties are in addition to all other warranties, express, implied or statutory, which may be applicable. Limitations on Company’s remedies or disclaimers of warranties in Supplier’s documents, or otherwise, will not be effective and are hereby objected to and rejected. All warranties and other provisions of this Section will survive inspection or acceptance of, payment for and use of the Goods and expiration, termination or cancellation of this Contract and will run to Company, its customers, successors and assigns and to users of the Goods. This transaction will be governed by the Uniform Commercial Code, latest revision, as enacted by Delaware, including all warranty protections, express or implied, and all buyer remedies set forth therein. In addition to remedies otherwise available to Company, if Supplier is in breach of the warranties set out in this Section, Supplier will, at the election of Company and upon notice from Company, and at Supplier’s sole cost (including any relevant transportation and labor costs), either redesign, repair or replace (including, if applicable, reinstall) the Goods or re-perform the related Services to Company’s satisfaction, prior to the expiry of the time set forth in the notice. If Supplier is unable or unwilling or fails to make the necessary redesign, repair or replacement within the period specified, Company may perform or cause to be performed such redesign, repair or replacement at Supplier’s risk and cost and any costs and expenses incurred by Company will be recoverable from Supplier as a debt due and payable. Supplier warrants that all Goods supplied under Services provided in connection with this Contract shall have no defectwill be performed in compliance with applicable laws and regulations, arising from design, materials, or workmanship or from any act or omission in a professional and competent manner and in accordance with the highest standards of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destinationindustry. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractorsemployees and sub-suppliers, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during persons or entities acting on its behalf in the term performance of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriateContract, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsagree to and abide by the warranties set forth herein.
Appears in 2 contracts
Sources: Standard Terms and Conditions for the Purchase of Goods, Standard Terms and Conditions for the Purchase of Goods
Warranties. The Supplier warrants and undertakes that: it shall comply with the Framework Agreement; the Goods shall be suitable for the purposes and/or treatments as referred to in the Specification and Tender Response Document, be of satisfactory quality, fit for their intended purpose and shall comply with the standards and requirements set out in this Contract; unless otherwise confirmed by the Authority in writing (to include, without limitation, as part of the Specification and Tender Response Document), it will ensure that the Goods and any products purchased by the Supplier partially or wholly for the purpose of providing the services comply with requirements five (5) to eight (8), as set out in Annex 1 of the Cabinet Office Procurement Policy Note – Implementing Article 6 of the Energy Efficiency Directive (Action Note 07/14 3rd June 2014), to the extent such requirements apply to the relevant Goods; it shall ensure that prior to actual delivery to the Authority the Goods are manufactured, stored and/or distributed using reasonable skill and care and in accordance with Good Industry Practice; without prejudice to the generality of the warranty at 10.1.4 of this Schedule 2 of these Call-off Terms and Conditions, it shall ensure that, the Goods are manufactured, stored and/or distributed in accordance with any Law, Guidance and/or Good Industry Practice relevant to the Goods, and in accordance with any specific instructions of the manufacturer of the Goods; it shall ensure that all facilities used in the manufacture, storage and distribution of the Goods are kept in a state and condition necessary to enable the Supplier to comply with its obligations in accordance with this Contract; it has, or the manufacturer of the Goods has, manufacturing and warehousing capacity sufficient to comply with its obligations under this Contract; it will ensure sufficient stock levels to comply with its obligations under this Contract; it shall ensure that the transport and delivery of the Goods mean that they are delivered in good and useable condition; where the Goods are required to be stored at a certain temperature, it shall provide, or shall procure the provision of, complete and accurate temperature records for each delivery of the Goods during the period of transport and/or storage of the Goods from the point of manufacture to the point of delivery to the Authority; where there is any instruction information, including without limitation patient information leaflets, that accompany the Goods, it shall provide a sufficient number of copies to the Authority and provide updated copies should the instruction information change at any time during the Term; all Goods delivered to the Authority shall comply with any shelf life requirements set out in the Specification and Tender Response Document; it shall not make any significant changes to the Goods without the prior written consent of the Authority, such consent not to be unreasonably withheld or delayed; any equipment it uses in the manufacture, delivery, or installation of the Goods shall comply with all relevant Law, Guidance, and Good Industry Practice be fit for its intended purpose and maintained fully in accordance with the manufacturer’s specification; it has and shall as relevant maintain all rights, consents, authorisations, licences and accreditations required to supply the Goods; it has, and shall ensure its Staff shall have, and shall maintain throughout the Term, all appropriate licences and registrations with the relevant bodies to fulfil its obligations under this Contract; it has all rights, consents, authorisations, licences and accreditations required to provide the Services and shall maintain such consents, authorisations, licences and accreditations throughout the Term; it has and shall maintain a properly documented system of quality controls and processes covering all aspects of its obligations under this Contract and/or under Law, Guidance and Good Industry Practice and shall at all times comply with such quality controls and processes; it shall not make any significant changes to its system of quality controls and processes in relation to the Goods and/or Services without notifying the Authority in writing at least twenty one (21) days in advance of such change (such notice to include the details of the consequences which follow such change being implemented); where any act of the Supplier requires the notification to and/or approval by any regulatory or other competent body in accordance with any Law, Guidance and/or Good Industry Practice, the Supplier shall comply fully with such notification and/or approval requirements; receipt of the Goods and/or Services by or on behalf of the Authority and use of the Goods and/or deliverables or of any other item or information supplied or made available to the Authority will not infringe any third party rights, to include without limitation any Intellectual Property Rights; it will comply with all Law, Guidance, Good Industry Practice, Policies and the Supplier Code of Conduct in so far as is relevant to the supply of the Goods and/or the provision of the Services; it will provide the Services using reasonable skill and care and in accordance with Good Industry Practice and shall fulfil all requirements of this Contract using appropriately skilled, trained and experienced staff; unless otherwise set out in the Specification and Tender Response Document and/or as otherwise agreed in writing by the Parties, it has and/or shall procure all resources, equipment, consumables and other items and facilities required to provide the Services; without limitation to the generality of Clause 10.1.22 of this Schedule 2 of these Call-off Terms and Conditions, it shall comply with all health and safety processes, requirements safeguards, controls, and training obligations in accordance with its own operational procedures, Law, Guidance, Policies, Good Industry Practice, the requirements of the Specification and Tender Response Document and any notices or instructions given to the Supplier by the Authority and/or any competent body, as relevant to the supply of the Goods, the provision of the Services and the Supplier’s access to the Premises and Locations in accordance with this Contract; without prejudice to any specific notification requirements set out in this Contract, it will promptly notify the Authority of any health and safety hazard which has arisen, or the Supplier is aware may arise, in connection with the Goods and/or the performance of the Services and take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by such hazards; any equipment it uses in the provision of the Services shall comply with all relevant Law, Guidance and Good Industry Practice, be fit for its intended purpose and maintained fully in accordance with the manufacturer’s specification and shall remain the Supplier’s risk and responsibility at all times; it shall use Good Industry Practice to ensure that any information and communications technology systems and/or related hardware and/or software it uses are free from corrupt data, viruses, worms and any other computer programs or code which might cause harm or disruption to the Authority’s information and communications technology systems; it shall comply with its Net Zero and Social Value Commitments; it shall provide to the Authority any information that the Authority may request as evidence of the Supplier’s compliance with Clause 10.1.29 of this Schedule 2 of these Call-off Terms and Conditions; it will fully and promptly respond to all requests for information and/or requests for answers to questions regarding this Contract, the Goods, the provision of the Services, any complaints and any Disputes at the frequency, in the timeframes and in the format as requested by the Authority from time to time (acting reasonably); all information included within the Supplier’s responses to any documents issued by the Authority as part of the procurement relating to the award of this Contract (to include, without limitation, as referred to in the Specification and Tender Response Document and/or Order Form) and all accompanying materials is accurate; it has the right and authority to enter into this Contract and that it has the capability and capacity to fulfil its obligations under this Contract; it is a properly constituted entity and it is fully empowered by the terms of its constitutional documents to enter into and to carry out its obligations under this Contract and the documents referred to in this Contract; all necessary actions to authorise the execution of and performance of its obligations under this Contract have been taken before such execution; there are no pending or threatened actions or proceedings before any court or administrative agency which would materially adversely affect the financial condition, business or operations of the Supplier; there are no material agreements existing to which the Supplier is a party which prevent the Supplier from entering into or complying with this Contract; it has and will continue to have the capacity, funding and cash flow to meet all its obligations under this Contract; and it has satisfied itself as to the nature and extent of the risks assumed by it under this Contract and has gathered all information necessary to perform its obligations under this Contract and all other obligations assumed by it. Where the sale, manufacture, assembly, importation, storage, distribution, supply, delivery, or installation of the Goods under this Contract relates to medical devices and/or medicinal products (both as defined under any relevant Law and Guidance), the Supplier warrants and undertakes that it will comply with any such Law and Guidance and with Good Industry Practice relating to such activities in relation to such medical devices and/or medicinal products. In particular, but without limitation, the Supplier warrants that: at the point such Goods are supplied to the Authority, all such Goods which are medical devices shall have valid CE marking or UKCA marking as required by Law and Guidance and that all relevant marking, authorisation, registration, approval and documentation requirements as required under Law and Guidance relating to the sale, manufacture, assembly, importation, storage, distribution, supply, delivery, or installation of such Goods shall have been complied with. Without limitation to the foregoing provisions of this Clause 10.2 of this Schedule 2 of these Call-off Terms and Conditions, the Supplier shall, upon written request from the Authority, make available to the Authority evidence of the grant of such valid CE marking or UKCA marking, and evidence of any other authorisations, registrations, approvals or documentation required; at the point such Goods are supplied to the Authority, all such Goods which are medicinal products shall have a valid marketing authorisation as required by Law, Guidance and Good Industry Practice in order to supply the Goods to the Authority and that all relevant authorisation, labelling, registration, approval and documentation requirements as required under Law and Guidance relating to the sale, manufacture, assembly, importation, storage, distribution, supply or delivery of such Goods shall have been complied with. Without limitation to the foregoing provisions of this Clause 10.2 of this Schedule 2 of these Call-off Terms and Conditions, the Supplier shall, upon written request from the Authority, make available to the Authority evidence of the grant of any required valid marketing authorisation, and evidence of any other authorisations, labelling, registrations, approvals or documentation required; and it shall maintain, and no later than any due date when it would otherwise expire, obtain a renewal of, any authorisation, registration or approval (including without limitation CE marking, UKCA marking and/or marketing authorisation) required in relation to the Goods in accordance with Law and Guidance until such time as the Goods expire or the Authority notifies the Supplier in writing that it has used or disposed of all units of the Goods supplied under this Contract shall have no defectContract. If the Supplier is in breach of Clause 10.2 of this Schedule 2 of these Call-off Terms and Conditions, arising from designthen, materials, without prejudice to any other right or workmanship or from any act or omission remedy of the Authority, the Authority shall be entitled to reject and/or return the Goods and the Supplier that may develop under normal shall, subject to Clause 13.2 of this Schedule 2 of these Call-off Terms and Conditions, indemnify and keep the Authority indemnified against, any loss, damages, costs, expenses (including without limitation legal costs and expenses), claims or proceedings suffered or incurred by the Authority as a result of such breach. The Supplier agrees to use reasonable endeavours to assign to the Authority upon request the benefit of any warranty, guarantee or similar right which it has against any third party manufacturer or supplier of the supplied Goods in the conditions prevailing in the country of final destinationfull or part. The Supplier warrants that all Goods supplied under this Contract are newinformation, unused, of data and other records and documents required by the most recent or current models Authority as set out in the Specification and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform Tender Response Document shall be submitted to the specificationsAuthority in the format and in accordance with any timescales set out in the Specification and Tender Response Document. Without prejudice to the generality of Clause 10.5 of this Schedule 2 of these Call-off Terms and Conditions, drawings, samplesthe Supplier acknowledges that a failure by the Supplier to submit accurate invoices and other information on time to the Authority may result in the commissioner of health services, or other descriptions furnished entity responsible for reimbursing costs to the Authority, delaying or specified by IOMfailing to make relevant payments to the Authority. IOM shall promptly notify Accordingly, the Supplier warrants that it shall submit accurate invoices and other information on time to the Authority. The Supplier warrants and undertakes to the Authority that it shall comply with any eProcurement Guidance as it may apply to the Supplier and shall carry out all reasonable acts required of the Supplier to enable the Authority to comply with such eProcurement Guidance. The Supplier warrants and undertakes to the Authority that, as at the Commencement Date, it has notified the Authority in writing of any claims arising under Occasions of Tax Non-Compliance or any warranty contained litigation that it is involved in Article 9.1 or 9.2 that is in connection with any Occasions of this AgreementTax Non-Compliance. Upon receipt If, at any point during the Term, an Occasion of such noticeTax Non-Compliance occurs, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.:
Appears in 2 contracts
Sources: Framework Agreement for the Supply of Goods and the Provision of Services, Framework Agreement
Warranties.
12.1 The Supplier represents and warrants to Lilly that on an ongoing basis:
(a) all Goods supplied under this Contract goods delivered to Lilly shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified any specification and/or drawing provided by IOM. IOM shall promptly notify ▇▇▇▇▇ and to any description given by the Supplier in writing respect of the goods concerned;
(b) any claims arising under any warranty contained goods delivered to Lilly shall be of merchantable quality, free from defects in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier materials and workmanship and shall, within the time unless a different period is specified in the noticePurchase Order, repair or replace remain fit for use in their intended purpose for the defective Goods or parts thereof, without cost to IOM. IOM’s continued use period of such Goods after notifying 430 days commencing on the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of date on which the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to goods concerned are delivered; and
(c) the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall goods when delivered comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. .
12.2 In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges goods or immunities services are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions delivered or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it performed in accordance with this Agreement have been used and in addition to provide support and without prejudice to any other rights which Lilly may have, Lilly may:
(a) require the Supplier to remedy the defect(s) in the goods or, in the case of services, to re-perform the services at its own cost without delay, and remedy any damage to other property arising directly or assistance to individuals indirectly out of any defect(s) in the goods or entities associated non-performance of the services in accordance with terrorismthese Conditions or the Purchase Order, it will inform IOM immediately who in consultation with which event the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included proceed to carry out such remedial works with all possible speed and/or supply replacement goods or reperform services; or
(b) arrange for a person other than the Supplier to remedy the defect(s) in the goods or to re-perform the services at its own cost without delay, and remedy any damage to other property arising directly or indirectly out of the defect(s) in the goods or non-performance of the services in accordance with these Conditions or the Purchase Order, in which event the Supplier shall indemnify Lilly on demand against all subcontractscosts incurred in connection with such remedial works and/or supply replacement goods or reperform services.
12.3 The provisions of these Conditions shall apply to any goods supplied or services performed by the Supplier to Lilly in place of any defective goods or services.
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
Warranties. The Supplier 6.1.1 empath-e warrants that all Goods supplied it has the right to grant the Licence and that the Media on which the Licensed Programs are furnished are free from defects in material and workmanship under this Contract normal and proper use for a period of six months from the Delivery Date. empath-e further warrants that the Licensed Programs conform to the technical specifications in the Program Documentation.
6.1.2 If empath-e receives written notice from the Client after the Delivery Date of any breach of the said warranty then it shall at its own expense and within a reasonable time after receiving such notice remedy the defect or error in question provided that it shall have no defect, arising from design, materials, liability or workmanship or from any act or omission obligations under the said warranty unless it has received written notice of the Supplier defect or error in question no later than the expiry of six months after the Delivery Date.
6.1.3 The said warranty shall be subject to the Client complying with its obligations hereunder and to there having been made no alterations to the Licensed Programs by any person other than empath-e. When notifying a defect or error the Client shall (so far as it is able) provide empath-e with a documented example of such defect or error.
6.1.4 empath-e shall have no liability or obligations under the said warranty other than to remedy breaches thereof by the provision of materials and services within a reasonable time to the Client. If empath-e shall fail to comply with such obligations its liability for such failure shall be limited to a sum equal to the Licence Fee. The foregoing states the entire liability of empath-e, whether in contract or tort, for the defects and errors in the Licensed Program Materials which are notified to it after the Delivery Date.
6.2 The Client shall provide hardware to the minimum specifications set-out in the Program Documentation
6.3 The Client acknowledges that may develop under normal software in general is not error free and agrees that the existence of such errors shall not constitute a breach of this Licence.
6.4 empath-e further warrants that it has the right to use the Tools.
6.5 Except as expressly provided in this Agreement no warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, quality, performance, merchantability or fitness for purpose of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement Licensed Program Materials or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it Tools is located, exemption from taxation, immunity from legal process given or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List assumed by empath-e and all other applicable anti-terrorism legislation. Ifsuch warranties, during the term of this Agreementconditions, the Implementing Partner determines there undertakings and terms are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractshereby excluded.
Appears in 2 contracts
Sources: Standard Agreement, Standard Agreement
Warranties. The Supplier In addition to all other warranties available to the Purchaser, the Vendor warrants that all Goods the goods and services supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It hereunder:
(a) shall comply with all applicable lawsspecifications, ordinances, rules quantity and regulations when performing its obligations under this Agreement; In all circumstances it shall act quality as set out in the Order;
(b) shall conform to any sample provided to the Purchaser;
(c) are free from all defects and faults in design, manufacture, workmanship and materials;
(d) are new and of the best interests quality, unless otherwise specified in writing;
(e) are of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from merchantable quality;
(f) shall perform satisfactorily in accordance with the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts specifications and drawings contained in the procuring of this AgreementOrder and under the conditions made known to the Purchaser or that reasonably may be inferred;
(g) shall be at least equal to nationally recognized standards or codes; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to and
(h) be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier best quality, if no quality is specified. This general warranty is independent of and without prejudice to any specific warranty or service guarantee offered by the Vendor in connection with this Agreementthe purpose for which the goods and services supplied hereunder were purchased. No payment or acceptance by the Purchaser hereunder shall constitute a waiver with respect to any provisions of the Order, nor shall anything herein contained be construed to limit any warranties or conditions implied by law. The Supplier Vendor shall repair, correct or replace at the Vendor’s sole expense any goods or services that: (1) are defective, deficient, incomplete, or do not accept for its own benefit any trade commission, discount comply with the foregoing warranties; and (2) are identified prior to the later of:
(a) Twenty-four (24) months from the date of delivery of all goods and completion of all services; and
(b) Twenty-four (24) months from the date of start-up of the goods or similar payment in connection with activities pursuant to this Agreement or start-up of the discharge of its obligations hereunderequipment into which the goods are incorporated. The Supplier Vendor shall ensure that further repair or replace any subcontractorsother property damaged by the repair, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process correction or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspensionreplacement. The Supplier will disclose to IOM if it becomes subject to any sanction goods or temporary suspension during services which are repaired, corrected or replaced shall be warranted for a new period of twenty-four (24) months from the term date of this Agreement. It must not employcompletion of such repair, provide resources to, support, contract replacement or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislationcorrection. If, during in the term opinion of this Agreementthe Purchaser, it is not expedient for the Vendor to correct defective, deficient, incomplete or non-compliant goods or services, the Implementing Partner determines there are credible allegations Purchaser may deduct from the amount otherwise due to the Vendor the difference in value between the goods or services as performed and that funds transferred to it called for by the Order. All warranties shall continue in accordance with this Agreement have been used to provide support full force and effect notwithstanding any termination of the Order by the Purchaser and will survive any inspection, delivery or assistance to individuals acceptance of, or entities associated with terrorismpayment by the Purchaser for, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsany goods or services supplied hereunder.
Appears in 2 contracts
Sources: General Conditions of Purchase, General Conditions of Purchase
Warranties. The Supplier warrants that all Goods supplied under this Contract Agreement shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract Agreement are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this ContractAgreement. All Goods and Services delivered under this Contract Agreement will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It will maintain reasonable and appropriate organizational, administrative, physical, and technical safeguards to ensure the integrity and confidentiality of the information shared pursuant to this Agreement. The safeguards shall be designed to protect against any foreseeable threats or risks to the security and integrity of such information as well as the unauthorized access, use or disclosure thereof. If requested by IOM at any time during the term of this Agreement, the Supplier shall provide IOM with copies of its policies, protocols, records, and other relevant materials implementing the safeguards; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions Consolidated List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions Consolidated List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Supplier determines there are credible allegations or suspicions that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.
Appears in 2 contracts
Sources: Agreement for the Supply and Delivery of Goods, Supply Agreement
Warranties. The Without limiting any other warranty or obligation under the Contract, Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell Company (as at the Commencement Date and on each day during the Term) that:
(a) the Supplier will supply all Personnel involved in the delivery of the Goods to IOM, with the supervision and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, for the delivery of the Goods in accordance with this Agreement; It shall the Contract;
(b) the Goods will be fit for their intended purpose, of merchantable quality, free from defects in design, materials or workmanship, in safe working condition, comply with all applicable laws, ordinances, rules Laws and regulations when performing its obligations under this Agreement; In all circumstances it shall act in meet the best interests Specifications of IOM; No official, employee or agent of IOM Goods or any third party has received from, change to the Specifications of Goods thereafter mutually agreed by the Parties in writing;
(c) the Goods will be offered bymanufactured to the standard of care, skill and diligence that would normally be expected of a reputable and competent organisation providing goods similar to the Goods;
(d) the Goods have a life expectancy commensurate with what would be expected of similar goods provided for similar purposes by a competent and reputable supplier or contractor;
(e) it has the resources to ensure sufficient and continuous supply of the Goods for the Term;
(f) the Goods will be new unless specified otherwise;
(g) the Supplier has good, marketable title to such Goods and the Company will receive title to the Goods free of any charge or encumbrance;
(h) the Supplier will (if necessary) obtain, at its cost, all usual trade warranties, and any warranties specifically requested by the Company and on delivery of the Goods assign the benefit of these warranties to the Company and provide copies of the warranties to the Company;
(i) in manufacturing and supplying the Goods, the Supplier will not infringe the intellectual property rights of any third party;
(j) in receiving or using the Goods, the Company will not infringe the intellectual property rights of any third party; and
(k) all information in relation to the Supplier's performance of the Contract is true and correct in every respect and is not misleading or deceptive and the Supplier has not withheld from the Supplier Company any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in information concerning the procuring of this Agreement; The Supplier, its staff experience or shareholders have not previously been declared by IOM ineligible expertise which might reasonably be supposed to be awarded contracts by IOM; It has material to the Company in determining whether or shall take out relevant insurance coverage for not to engage the period the Supplies are provided under this Agreement; The prices for Supplier to deliver the Goods under this Agreement do not exceed those offered for similar goods or the price at which or the terms on which the Company would be prepared to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of engage the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or deliver the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsGoods.
Appears in 2 contracts
Sources: Supply of Goods Agreement, Supply of Goods Agreement
Warranties. 8.1. The Supplier warrants and undertakes that all Goods supplied under this Contract shall have no defectit shall, arising itself or through its authorised representatives, assist in the setting up and functioning of the Product within reasonable time from design, materials, the date of purchase.
8.2. The Supplier further warrants that the documentation (including user manuals and quick guide) will enable the Customer to make proper use of the Products.
8.3. The Customer warrants that it has not relied on any representations made by or workmanship or from any act or omission on behalf of the Supplier that may develop and its authorised representatives or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by or on behalf of the Supplier and its representatives, all of which are only intended to convey a general idea of the products and services mentioned in them.
8.4. Subject as provided below the Supplier will be responsible (without charge to the Customer) for rectifying within twelve (12) months of acceptance by repair, or at the Supplier’s option by supply of a replacement, any defect which under proper use, care and maintenance appears in the Product. This does not include the normal use of the supplied Goods sensors, which are to be changed at Customer’s expense as instructed in the conditions prevailing User Manual.
8.5. In no circumstances, shall the Supplier have any liability in respect of any defect unless the country defect is promptly reported to the Supplier by the Customer in writing within seven (7) days of final destinationthe occurrence of the defect.
8.6. The Supplier’s obligations under the defects warranty are contingent upon the Supplier warrants that all Goods supplied under this Contract are newand its authorised representatives being given, unusedwithout delay and free of charge, full details of the most recent or current models defect and that they incorporate all recent improvements in design adequate time and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform access to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of Products during the Supplier’s warrantynormal working hours (GMT+1 time) to rectify such defect. The If the Supplier further represents and warrants that: It has full title rectifies the defect within a reasonable period of time (in any event within 15 working days) then the Supplier will have no other liability of any kind in respect of or arising from such defect.
8.7. Any repair of a defect will then be subject to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods same warranty terms as outlined in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspensionsection.
8.8. The Supplier will disclose not be responsible for any problem arising from or caused by any modification (whether by alteration, deletion, addition or otherwise) made to IOM if the Products or the Customer’s equipment or any part of it becomes subject by the Customer or any other persons other than the Supplier without its express prior written consent.
8.9. The Customer will not permit any modification to be made to the Product or to the Customer equipment or any sanction or temporary suspension part of it during the term period of this Agreementthe defects warranty by persons other than the Supplier and its authorised representatives without the Supplier’s prior written consent. It must not employIf any unauthorised modification is made then, provide resources to, support, contract or otherwise deal with any person, entity or without prejudice to the Supplier’s other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List rights and all other applicable anti-terrorism legislation. If, during the term of this Agreementremedies, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it defects warranty will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsbe null and void.
Appears in 2 contracts
Warranties. The Supplier warrants Acceptance of this order by Seller constitutes affirmation of fact by Seller that all Goods supplied goods delivered and services furnished under this Contract order, and the preservation, packaging, marking and preparation for shipment of any such goods, will be of good quality and workmanship and will conform with the specifications, model description of goods or other requirements of this order, and shall have no defectbe of merchantable quality and fit for the purpose intended. Such warranties, arising from designtogether with Seller's service warranties and guarantees, materialsif any, shall survive inspection, test acceptance of any payment for the items and shall run to WJ, its successors, assigns and customers. Except for latent defects, notice of any defect or nonconformity must be given by WJ to the Seller within one (1) year after acceptance. WJ may at its option, return the defective or nonconforming item at Seller's expense for credit, or workmanship require prompt correction or from any act replacement or omission have the defective item corrected or replaced at Seller's expense. Defective or nonconforming items shall not be corrected or replaced unless specified on WJ's written order. Items required to be corrected or replaced shall be subject to the provisions of this clause and the Supplier that may develop under normal use of the supplied Goods clause hereof entitled "Inspection" in the conditions prevailing in same manner and to the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services same extent as items originally delivered under this Contract will conform order. However, all warranties for corrected or replaced goods shall run for a period of one (1) year from the date of acceptance of such corrected or replaced goods. The rights of WJ provided in this clause are in addition to any order rights provided by law, equity or by this order, including but not limited to Seller indemnification of WJ for any loss or damage resulting from the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing breach of any claims arising under any warranty contained in Article 9.1 expressed above. Express or 9.2 of this Agreement. Upon receipt of such notice, specially negotiated warranties shall not extinguish the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warrantywarranties set forth above. The Supplier further represents goods and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It services furnished hereunder shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations be deemed unique under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsU.C.C. Section 2716.
Appears in 2 contracts
Sources: Mim/Glass Seal/Hybrid Assembly Supply Agreement (General Inspection Laboratories Inc), Gallium Arsenide and Thin Film Supply and Services Agreement (General Inspection Laboratories Inc)
Warranties. The Supplier 9.1 Seller warrants that all Goods supplied goods and services provided pursuant to this Order, whether provided by Seller or a direct or indirect supplier of Seller, will be: (a) free of any claims of any nature, including without limitation title claims, and Seller will cause any lien or encumbrance asserted to be discharged, at its sole cost and expense, within thirty (30) days of its assertion (provided such liens do not arise out of Buyer’s failure to pay amounts not in dispute under this Contract shall have no defect, arising from design, materials, Order or workmanship or from any an act or omission of Buyer); (b) new and of merchantable quality, not used, rebuilt or made of refurbished material unless approved in writing by Buyer; (c) free from all defects in design, workmanship and material; (d) fit for the Supplier that may develop under normal use of the supplied Goods particular purpose for which they are intended; and (e) provided in the conditions prevailing in the country of final destinationstrict accordance with all specifications, samples, drawings, designs, descriptions or other requirements approved or adopted by Buyer. The Supplier Seller further warrants that all Goods supplied under this Contract are newservices will be performed in a competent and professional manner in accordance with the highest standards and best practices of Supplier’s industry. Any attempt by Seller to limit, unuseddisclaim or restrict any such warranties or remedies by acknowledgment or otherwise shall be null, of the most recent or current models void and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or ineffective.
9.2 of this Agreement. Upon receipt of such notice, the Supplier The foregoing warranties shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the apply for twenty-four (24) months from delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in goods or performance of the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered byservices, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring such longer period of this Agreement; time as customarily provided by Seller, plus delays such as those due to non-conforming goods and services. The Supplierwarranties shall apply to Buyer, its staff or shareholders have not previously been declared successors, assigns and the users of goods and services covered by IOM ineligible this Order.
9.3 If any of the goods and/or services are found to be awarded contracts by IOM; It has defective or shall take out relevant insurance coverage for otherwise not in conformity with the period warranties in this Section during the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified warranty period, then, Buyer, in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject addition to any sanction or temporary suspension during the term of this Agreement. It must not employother rights, provide resources to, supportremedies and choices it may have by law, contract or otherwise deal at equity, and in addition to seeking recovery of any and all damages and costs emanating therefrom, at its option and sole discretion and at Seller’s expense may: (a) require Seller to inspect, remove, reinstall, ship and repair or replace/re-perform nonconforming goods and/or services with goods and/or services that conform to all requirements of this Order; (b) take such actions as may be required to cure all defects and/or bring the goods and/or services into conformity with all requirements of this Order, in which event all related costs and expenses (including, but not limited to, material, labor and handling costs and any person, entity required re-performance of value added machining or other group associated with terrorism service) and other reasonable charges shall be for Seller’s account; and/or (c) reject and return all or any portion of such goods and/or services. Any repaired or replaced good, or part thereof, or re-performed services shall carry warranties on the same terms as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. Ifset forth above, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractswarranty period being the greater of the original unexpired warranty or twenty-four (24) months after repair or replacement.
Appears in 2 contracts
Sources: Standard Terms of Purchase, Terms of Purchase
Warranties. The Supplier 11.1 Each Owner warrants at the time of Acceptance its constructed Cable(s) to be of good workmanship and materials, except any materials which are separately warranted by the manufacturer, and further warrants the IRU Grantee’s IRU Fibers to perform and operate in accordance with the manufacturer’s specifications and industry standards.
11.2 Each Owner represents and warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission equipment and materials to be used in the construction of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under IRU Grantee’s Fibers covered by this Contract are Agreement will be new, unusedof good quality, properly constructed and/or installed, free of defects, and in conformity with the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 requirements of this Agreement. Upon receipt Such warranty shall be effective, with respect to each specific Segment, for the same period of such notice, warranty provided to the Supplier shall, within Owner by its contractors (normally a one (1) year period from date of acceptance by the time period specified in Owner). All work not conforming to the notice, standards may be considered defective by the IRU Grantee and the Owner shall immediately replace any damaged or defective work at its own expense. The Owner shall use reasonable efforts to promptly repair or replace all such defective work; provided that the Owner shall repair or replace such defective Goods work within thirty (30) days following its confirmation of the defect, unless reasonable circumstances dictate a shorter or parts thereoflonger period, without cost in which event the parties shall in good faith mutually agree upon such period. All replaced defective equipment or items shall become the sole property of the Owner.
11.3 Each Party’s sole and exclusive remedy and their sole and exclusive maximum liability under the warranties contained in this Article shall be, at the sole option of the Owner, to IOM. IOM’s continued use repair (with new or functionally operative parts) or replace any defective portion of such Goods after notifying its Cable of which the Supplier Owner receives notice during the warranty period, provided that the Owner is promptly notified in writing upon discovery by the IRU Grantee that any portion of their defect or failure the IRU Fibers has failed to conform or breach of warranty will not be considered a waiver of with the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term terms of this Agreement, such writing to include an explanation of alleged defects.
11.4 In addition to the Implementing Partner determines there are credible allegations that funds transferred foregoing warranties, each Owner hereby assigns to it the IRU Grantee, and the IRU shall have the benefit of, any and all contractors’ and suppliers’ warranties with respect to the material in accordance with this Agreement have been used the Cable.
11.5 Both parties’ warranties do not extend to provide support defects caused by acts of God, accident, fire or assistance other hazard, nor resulting from the IRU Grantee’s, its designees or third parties misuse, neglect, alterations, storage, attempts to individuals repair, or entities associated with terrorismuse of other supplies not meeting specifications. THE FOREGOING WARRANTIES AND REMEDIES CONSTITUTE THE ONLY WARRANTIES WITH RESPECT TO THE NORLIGHT CABLE AND US XCHANGE CABLE AND ARE EXCLUSIVE REMEDIES IN THE EVENT OF BREACH OF SUCH WARRANTIES. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, it will inform IOM immediately who in consultation with the donors as appropriateWRITTEN OR ORAL, shall determine an appropriate responseSTATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Supplier shall ensure that this requirement is included in all subcontractsNEITHER PARTY SHALL IN ANY EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER FOR ANY REASON.
Appears in 2 contracts
Sources: Fiber Optic Exchange Agreement (Norlight Telecommunications, Inc.), Fiber Optic Exchange Agreement (Norlight Telecommunications, Inc.)
Warranties. The Supplier represents, warrants and undertakes to Agency that:
20.1 the Supplier's personnel and subcontractors who perform the Services hereunder are and shall be competent and suitable in every respect, whether as to qualifications, experience or otherwise, to provide the Services;
20.2 the Services will be carried out in a competent and professional manner and with reasonable skill and care and in accordance with the terms of this Agreement and all specifications, requirements and quality standards set out in applicable Orders or as specified by Agency from time to time. If the Supplier’s performance of the Services does not comply with this Clause, without prejudice to Agency’s other remedies hereunder or at law, the Supplier shall (if Agency requests) perform the Services again at no extra charge;
20.3 it shall comply with (and shall ensure that all Goods supplied under this Contract and Services comply with) all applicable laws, regulatory requirements and codes of practice (including, without limitation, those relating to the protection of personal data, advertising and sales promotion);
20.4 the Goods will be (i) of the best available design and shall have no defect, arising be free from defects in design, materialsmaterial and workmanship, or workmanship or from any act or omission shall be of satisfactory quality, fit for the Supplier that may develop under normal use of the supplied Goods purpose for which they are intended to be used; and (ii) shall comply with all specifications, requirements and quality standards set out in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods applicable Order or supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform communicated by Agency to the specificationsSupplier. If any Goods fail to comply with this warranty, drawings, samples, or other descriptions furnished or specified by IOM. IOM Agency shall promptly notify the Supplier in writing within a reasonable period depending on the nature of the Goods, but in any claims arising under any warranty contained in Article 9.1 or 9.2 event within 90 days of this Agreement. Upon receipt of such noticedelivery, and the Supplier shall, shall (without prejudice to Agency’s other rights and remedies) collect the defective Goods at a time and place convenient to Agency and shall immediately (and in any event within the time period specified in the notice, ten (10) days) (i) repair or replace the defective Goods or, at Agency’s option, (ii) refund to Agency in full all sums paid for the relevant Goods;
20.5 it shall not make any statement, orally or parts thereofin writing, without cost to IOM. IOM’s continued use publicly or privately, or do any act or otherwise conduct itself in such a manner as will or may in the reasonable opinion of such Goods after notifying Agency disparage Agency, its affiliates and/or their clients, or their businesses, products or services;
20.6 where the Supplier is processing personal data (as defined in Regulation (EU) 2016/679 of their defect 27 April 2016, General Data Protection Regulation (“GDPR”)) supplied by or failure on behalf of Agency, the Supplier undertakes to conform or breach of warranty will not be considered a waiver of Agency that: (i) it shall only process such personal data in accordance with the Supplier’s warranty. The Supplier further represents written instructions from Agency and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage solely for the period purposes of providing the Supplies are provided under this Agreement; The prices for Services and the Goods under this Agreement do (and for no other purpose); and (ii) it shall implement and operate appropriate technical and organisational measures necessary to protect against unauthorised or unlawful processing of such personal data and against accidental loss or destruction of, or damage to, such personal data;
20.7 the Goods and any concepts, ideas and materials produced by or on behalf of the Supplier as part of the Services, and Agency's use of such Goods and Services, will not exceed those offered for infringe the Intellectual Property Rights or other rights of any third party and shall not be unlawful in any way;
20.8 where the Supplier is required to provide online, digital or other technical services to Agency in relation to the Services to be supplied under any Order, such services shall be free from any known virus, trojan horse, worm, trapdoor or similar goods software and that the Supplier will continue to Supplier’s other customersuse prudent industry standard methods, processes and applications (including the use and maintenance of up-to-date reputable industry standard anti-virus software) to minimise the risk that any such virus or similar will infect or affect any of the hardware or software systems belonging to or used by Agency, its affiliates or their clients; The Price specified in Article 3.1 and
20.9 it is free to enter this Agreement and has the right, power and authority to perform its obligations and give the undertakings contained within the terms of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall and is not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal statusthird party rights which would prevent the exercise by Agency, privileges its affiliates or immunities are not fully respectedtheir clients, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during of the term of rights granted under this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.
Appears in 2 contracts
Sources: Agency Standard Terms and Conditions of Purchase, Agency Standard Terms and Conditions of Purchase
Warranties. (a) Anchor represents and warrants to Distributor that:
(i) Registration Statements on Form N-4 (and, if applicable, Form S-1) for each of the Contracts identified on Attachment A have been filed with the Commission in the form previously delivered to the Distributor and that copies of any and all amendments thereto will be forwarded to the Distributor at the time that they are filed with the Commission;
(ii) The Supplier warrants Registration Statement and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, and the rules and regulations of the Commission under such Acts, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that all Goods supplied this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to Anchor by the Distributor expressly for use therein;
(iii) Anchor is validly existing as a stock life insurance company in good standing under this Contract shall have no defectthe laws of the state of Arizona, arising from designwith power (corporate or otherwise) to own its properties and conduct its business as described in the Prospectus, materialsand has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction, or workmanship or from conducts any act or omission business, so as to require such qualification;
(iv) The Contracts to be issued through the Separate Account and offered for sale by the Distributor on behalf of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newAnchor hereunder have been duly and validly authorized and, unusedwhen issued and delivered against payment therefor as provided herein, of the most recent or current models will be duly and that they incorporate all recent improvements in design validly issued and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samplesdescription of such Contracts contained in the Prospectuses relating thereto;
(v) Those persons who offer and sell the Contracts are to be appropriately licensed in a manner as to comply with the state insurance laws;
(vi) The performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in a breach or violation of any of the terms and provisions of, or constitute a default under any statute, any indenture, mortgage, deed of trust, note agreement or other descriptions furnished agreement or specified instrument to which Anchor is a party or by IOM. IOM shall promptly notify the Supplier in writing which Anchor is bound, Anchor's Charter as a stock life insurance company or By-laws, or any order, rule or regulation of any claims arising under court or governmental agency or body having jurisdiction over Anchor or any warranty contained in Article 9.1 of its properties; and no consent, approval, authorization or 9.2 order of any court or governmental agency or body is required for the consummation by Anchor of the transactions contemplated by this Agreement. Upon receipt , except such as may be required under the Securities Exchange Act of such notice1934 or state insurance or securities laws in connection with the distribution of the Contracts by the Distributor; and
(vii) There are no material legal or governmental proceedings pending to which Anchor or the Separate Account is a party or of which any property of Anchor or the Separate Account is the subject, the Supplier shall, within the time period specified other than as set forth in the noticeProspectus relating to the Contracts, repair and other than litigation incident to the kind of business conducted by Anchor, if determined adversely to Anchor, would individually or replace in the defective Goods aggregate have a material adverse effect on the financial position, surplus or parts thereof, without cost to IOM. IOM’s continued use operations of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. Anchor.
(b) The Supplier further Distributor represents and warrants to Anchor that: ;
(i) It has full title is a broker-dealer duly registered with the Commission pursuant to the GoodsSecurities Exchange Act of 1934 and a member in good standing of the National Association of Securities Dealers, is fully qualified to sell the Goods to IOMInc., and is in compliance with the securities laws in those states in which it conducts business as a company financially sound broker-dealer;
(ii) The performance of this Agreement and duly licensedthe consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of or constitute a default under any statute, with adequate human resourcesany indenture, equipmentmortgage, competencedeed of trust, expertise and skills necessary note agreement or other agreement or instrument to carry out fully and satisfactorily, within which the stipulated completion periodDistributor is a party or by which the Distributor is bound, the delivery Certificate of Incorporation or By-laws of the Goods Distributor, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Distributor or its property; and
(iii) To the extent that any statements or omissions made in accordance the Registration Statement, or any amendment or supplement thereto are made in reliance upon and in conformity with this Agreement; It shall comply written information furnished to Anchor by the Distributor expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective or are filed with the Commission, as the case may be, conform in all applicable laws, ordinances, material respects to the requirements of the Securities Act of 1933 and the rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in of the best interests Commission thereunder and will not contain any untrue statement of IOM; No official, employee a material fact or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed omit to state any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible fact required to be awarded contracts by IOM; It has stated therein or shall take out relevant insurance coverage for necessary to make the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do statements therein not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsmisleading.
Appears in 2 contracts
Sources: Distribution Agreement (Variable Annuity Account Seven), Distribution Agreement (Anchor National Life Insurance Co)
Warranties. (a) The Supplier Company represents and warrants to Principal Underwriter that:
(i) Registration Statements on Form S-6 for each of the Contracts identified in Attachment A have been filed with the Commission in the form previously delivered to Principal Underwriter and that copies of any and all Goods supplied amendments thereto will be forwarded to Principal Underwriter at the time that they are filed with Commission;
(ii) The Registration Statement and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act and the Investment Company Act, and the rules and regulations of the Commission under such Acts, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this Contract representation and warranty shall have no defectnot apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to Company by Principal Underwriter expressly for use therein;
(iii) The Company is validly existing as a stock life insurance company in good standing under the laws of the State of Nebraska, arising from designwith power to own its properties and conduct its business as described in the Prospectus, materialsand has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or workmanship or from conducts any act or omission business;
(iv) The Contracts to be issued by the Company through the Separate Account and offered for sale by Principal Underwriter on behalf of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newCompany hereunder have been duly and validly authorized and, unusedwhen issued and delivered with payment therefore as provided herein, of the most recent or current models will be duly and that they incorporate all recent improvements in design validly issued and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specificationsdescription of such Contracts contained in the Prospectuses relating thereto;
(v) Those persons who offer and sell the Contracts are to be appropriately licensed and/or appointed to comply with the state insurance laws;
(vi) The performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in a violation of any of the provisions of or default under any statute, drawingsindenture, samplesmortgage, deed of trust, note agreement or other agreement or instrument to which Company is a party or by which Company is bound (including Company's Charter or By-laws as a stock life insurance company, or other descriptions furnished any order, rule or specified by IOM. IOM shall promptly notify the Supplier in writing regulation of any claims arising under court or governmental agency or body having jurisdiction over Company or any warranty contained in Article 9.1 of its properties);
(vii) There is no consent, approval, authorization or 9.2 order of any court or governmental agency or body required for the consummation by Company of the transactions contemplated by this Agreement. Upon receipt , except such as may be required under the Exchange Act or state insurance or securities laws in connection with the distribution of such notice, the Supplier shall, within Contracts; and
(viii) There are no material legal or governmental proceedings pending to which Company or the time period specified Separate Account is a party or of which any property of Company or the Separate Account is the subject (other than as set forth in the noticeProspectus relating to the Contracts, repair or replace litigation incidental to the defective Goods kind of business conducted by the Company) which, if determined adversely to Company, would individually or parts thereofin the aggregate have a material adverse effect on the financial position, without cost to IOM. IOM’s continued use surplus or operations of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further Company.
(b) Principal Underwriter represents and warrants to Company that: :
(i) It has full title is a broker-dealer duly registered with the Commission pursuant to the GoodsExchange Act, is fully qualified to sell a member in good standing of the Goods to IOMNASD, and is in compliance with the securities laws in those states in which it conducts business as a company financially sound broker-dealer;
(ii) As a principal underwriter, it shall permit the offer and duly licensedsale of Contracts to the public only by and through persons who are appropriately licensed under the securities laws and who are appointed in writing by the Company to be authorized insurance agents, with adequate human resources, equipment, competence, expertise unless such persons are exempt from licensing and skills necessary to carry out fully appointment requirements;
(iii) The performance of this Agreement and satisfactorily, within the stipulated completion period, the delivery consummation of the Goods transactions herein contemplated will not result in accordance a breach or violation of any of the terms or provisions of or constitute a default under any statute, indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Principal Underwriter is a party or by which Principal Underwriter is bound (including the Certificate of Incorporation or By-laws of Principal Underwriter or any order, rule or regulation of any court or governmental agency or body having jurisdiction over either Principal Underwriter or its property); and
(iv) To the extent that any statements made in the Registration Statement, or any amendments or supplements thereto, are made in reliance upon and in conformity with this Agreement; It shall comply written information furnished to Company by Principal Underwriter expressly for use therein, such statements will, when they become effective or are filed with the Commission, as the case may be, conform in all applicable laws, ordinances, material respects to the requirements of the Securities Act and the rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in of the best interests Commission thereunder, and will not contain any untrue statement of IOM; No official, employee a material fact or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed omit to state any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible fact required to be awarded contracts by IOM; It has stated therein or shall take out relevant insurance coverage for necessary to make the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do statements therein not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsmisleading.
Appears in 2 contracts
Sources: Administrative Services Agreement (Lincoln Benefit Life Co), Principal Underwriting Agreement (Lincoln Benefit Life Variable Life Account)
Warranties. The Supplier warrants Except for those warranties that all Goods supplied under this are (i) expressly set forth in any Assumed Contract shall to which Seller, any Selling Subsidiary or any Transferred Subsidiary is a party or is otherwise bound or (ii) required by applicable Law, none of Seller or the Selling Subsidiaries has since June 30, 2015, made any express or implied warranties covering products sold or services rendered by the Business that have no defectnot expired. Warranties contained in Assumed Contracts do not materially deviate in scope from warranties included in the Material Contracts. Since June 30, arising from design2015, materials, or workmanship or from any act or omission except as set forth on Section 3.25(b) of the Supplier that Seller Disclosure Letter, each service performed or otherwise delivered or provided, as the case may develop under normal use of be, by the supplied Goods Business has been in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply material conformity with all applicable lawscontractual commitments and all express and implied warranties. There are no, ordinancesand since June 30, rules 2015 there have been no, Actions pending or, to the Knowledge of Seller, threatened involving a service provided or a product sold by the Business relating to an alleged defect or an alleged breach of any warranty provided by the Business, or related to product liability, other than repairs, returns and regulations when performing its obligations under this Agreement; In all circumstances it shall act replacements of goods (whether or not defective) made in the best interests ordinary course of IOM; No officialthe Business consistent with past practice. Except as set forth on Section 3.25(c) of the Seller Disclosure Letter, employee since June 30, 2015, (i) neither Seller nor any of the Selling Subsidiaries or agent of IOM the Transferred Subsidiaries has initiated any material recall, field corrective action, market withdrawal or any third party has received from, will be offered byreplacement, or will receive from safety alert (collectively, a “Recall”) relating to any products of the Supplier Business (and to the Knowledge of Seller none are threatened in or pending nor has any direct investigation or indirect benefit arising from this Agreement consideration been made by any director, officer, or award thereof; It has key employee of Seller or Selling Subsidiary concerning whether to undertake or not misrepresented or concealed undertake any Recall) and (ii) no report of any material facts in the procuring of this Agreement; The Supplier, its staff defects or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration malfunctions involving any products of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount Business has been filed or similar payment in connection with activities pursuant is required to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal have been filed with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsGovernmental Authority.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Eastman Kodak Co)
Warranties. 5.1 The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Service Provider warrants that: :
(a) It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, all the delivery of the Goods Services in accordance with this Agreement; ;
(b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; ;
(c) In all circumstances it shall act in the best interests of IOM; ;
(d) No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Service Provider any direct or indirect benefit arising from this the Agreement or award thereof; ;
(e) It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; ;
(f) The SupplierService Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; ;
(g) It will maintain reasonable and appropriate organizational, administrative, physical, and technical safeguards to ensure the integrity and confidentiality of the information shared pursuant to this Agreement. The safeguards shall be designed to protect against any foreseeable threats or risks to the security and integrity of such information as well as the unauthorized access, use or disclosure thereof. If requested by IOM at any time during the term of this Agreement, the Service Provider shall provide IOM with copies of its policies, protocols, records, and other relevant materials implementing the safeguards;
(h) It has or shall take out relevant insurance coverage for the period the Supplies Services are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; ;
(i) The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Service Provider shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; ;
(j) It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Service Provider becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. ;
(k) It is not included in the most recent Consolidated United Nations Security Council Sanctions Consolidated List nor is it the subject of any sanctions or other temporary suspension. The Supplier Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. ;
(l) It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions Consolidated List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Service Provider determines there are credible allegations or suspicions that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier Service Provider shall ensure that this requirement is included in all subcontracts.
5.2 The Service Provider warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Service Provider shall immediately inform IOM of any allegation or suspicion that the following practice may have occurred or exist:
(a) fraudulent practice, defined as any act or omission, including misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, a natural or legal person in the procurement process or the execution of a contract party to obtain a financial gain or other benefit, or to avoid an obligation or in such a way as to cause a detriment to IOM.
(b) corrupt practice defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another natural or legal person in the procurement process or in contract execution, such as through bribery.
(c) collusive practice defined as an arrangement between two or more bidders, or other natural or legal persons designed to achieve an improper purpose, including influencing improperly the actions of another natural or legal person or artificially altering the results of the procurement process to obtain a financial gain or other benefit.
(d) coercive practice defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any natural or legal person or the property of any such person to influence improperly its actions or impact the execution of a contract.
(e) obstructive practice defined as acts or omissions intended to materially impede the exercise of IOM’s contractual rights of audit, investigation and/or access to information, including deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation.
(f) unethical practice defined as a practice contrary to the IOM Unified Staff Regulations and Rules or UN Supplier Code of Conduct, such as those relating to conflict of interest, gifts, hospitality, post-employment provisions, abuse of authority, harassment, discriminatory or exploitative practices or practices inconsistent with the rights set forth in the Convention on the Rights of the Child.
(g) money laundering practice defined as the conversion or transfer of property knowing that such property is derived from any offence(s), for the purpose of concealing or disguising the illicit origin of the property or of assisting any persons who are involved in such offence(s) to evade the legal consequences of their actions. Property shall include, but not be limited to money.
5.3 The Service Provider further warrants that it shall:
(a) Take all appropriate measures to prevent sexual exploitation and sexual abuse (SEA), as those terms are defined in section 1 of ST/SGB/2003/13 (the “SG Bulletin”),1 and sexual harassment (SH), as that term is defined in section 1 of the UN System Model Policy on Sexual Harassment,2 by its employees or sub-contractors, consultants, interns or volunteers associated with or working on behalf of the Service Provider to perform activities under this Agreement (“Associated Personnel”);
(b) accept and follow the standards of conduct listed in section 3 of the SG Bulletin;
(c) Promptly and confidentially report to IOM any allegations or suspicions of SEA or SH concerning its employees or Associated Personnel; promptly investigate any credible allegations of SEA or SH concerning its employees or Associated Personnel, and inform IOM of the outcome of such investigation; take appropriate corrective measures,
Appears in 2 contracts
Sources: Service Agreement, General Service Agreement
Warranties. 4.1 The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Service Provider warrants that: :
(a) It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, all the delivery of the Goods Services in accordance with this Agreement; ;
(b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; ;
(c) In all circumstances it shall act in the best interests of IOM; ;
(d) No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Service Provider any direct or indirect benefit arising from this the Agreement or award thereof; ;
(e) It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; ;
(f) The SupplierService Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; ;
(g) It has or shall take out relevant insurance coverage for the period the Supplies Services are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; ;
(h) The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Service Provider shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; .
(i) It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Service Provider becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. .
(j) It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Service Provider determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier Service Provider shall ensure that this requirement is included in all subcontracts.
4.2 The Service Provider warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Service Provider shall immediately inform IOM of any suspicion that the following practice may have occurred or exist:
(a) a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution;
(b) a fraudulent practice, defined as any act or omission, including a misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM;
(c) a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit;
(d) a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract.
(e) an obstructive practice, defined as (i) deliberately destroy, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to present it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information.
(f) any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities.
4.3 The Service Provider further warrants that it shall:
(a) Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (“SEA”) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement (“other personnel”). For the purpose of this Agreement, SEA shall include:
1. Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favours or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions.
2. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel.
(b) Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries.
(c) Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the person who has committed SEA.
(d) Ensure that the SEA provisions are included in all subcontracts.
(e) Adhere to above commitments at all times. Failure to comply with (a)-(d) shall constitute grounds for immediate termination of this Agreement.
4.4 The above warranties shall survive the expiration or termination of this Agreement.
Appears in 2 contracts
Sources: Service Agreement, General Service Agreement
Warranties. The Supplier warrants that and undertakes that: it has, and shall ensure its Staff shall have, and shall maintain throughout the Term, all Goods supplied appropriate licences and registrations with the relevant bodies to fulfil its obligations under this Contract; it has all rights, consents, authorisations, licences and accreditations required to provide the Services and shall maintain such consents, authorisations, licences and accreditations throughout the Term; it has and shall maintain a properly documented system of quality processes covering all aspects of its obligations under this Contract and/or under Law and/or Guidance and shall have no defect, arising from design, materials, or workmanship or from at all times comply with such quality processes; it shall not make any significant changes to its system of quality processes in relation to the Services without notifying the Authority in writing at least twenty one (21) days in advance of such change (such notice to include the details of the consequences which follow such change being implemented); where any act or omission of the Supplier that may develop under normal requires the notification to and/or approval by any regulatory or other competent body in accordance with any Law and Guidance, the Supplier shall comply fully with such notification and/or approval requirements; receipt of the Services by or on behalf of the Authority and use of the deliverables or of any other item or information supplied Goods or made available to the Authority as part of the Services will not infringe any third party rights, to include without limitation any Intellectual Property Rights; it will comply with all Law, Guidance and Policies in so far as is relevant to the provision of the Services; it will provide the Services using reasonable skill and care and in accordance with Good Industry Practice and shall fulfil all requirements of this Contract using appropriately skilled, trained and experienced staff; unless otherwise set out in the conditions prevailing Specification and Tender Response Document and/or as otherwise agreed in writing by the Parties, it has and/or shall procure all resources, equipment, consumables and other items and facilities required to provide the Services; without limitation to the generality of Clause 32.1.7 of this Schedule 2, it shall comply with all health and safety processes, requirements safeguards, controls, and training obligations in accordance with its own operational procedures, Law, Guidance, Policies, Good Industry Practice, the requirements of the Specification and Tender Response Document and any notices or instructions given to the Supplier by the Authority and/or any competent body, as relevant to the provision of the Services and the Supplier’s access to the Premises and Locations in accordance with this Contract; without prejudice to any specific notification requirements set out in this Contract, it will promptly notify the Authority of any health and safety hazard which has arisen, or the Supplier is aware may arise, in connection with the performance of the Services and take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by such hazards; any equipment it uses in the country provision of final destinationthe Services shall comply with all relevant Law and Guidance, be fit for its intended purpose and maintained fully in accordance with the manufacturer’s specification; unless otherwise confirmed by the Authority in writing (to include, without limitation, as part of the Specification and Tender Response Document), it will ensure that any products purchased by the Supplier partially or wholly for the purposes of providing the Services will comply with requirements five (5) to eight (8), as set out at Annex 1 of the Cabinet Office Procurement Policy Note - Implementing Article 6 of the Energy Efficiency Directive (Action Note 07/14 3rd June 2014), to the extent such requirements apply to the relevant products being purchased; it shall use Good Industry Practice to ensure that any information and communications technology systems and/or related hardware and/or software it uses are free from corrupt data, viruses, worms and any other computer programs or code which might cause harm or disruption to the Authority's information and communications technology systems; it will promptly respond to all requests for information regarding this Contract and the provision of the Services at the frequency and in the format that the Authority may reasonably require; all information included within the Supplier’s responses in the Specification and Tender Response Document and all accompanying materials is accurate; it has the right and authority to enter into this Contract and that it has the capability and capacity to fulfil its obligations under this Contract; it is a properly constituted entity and it is fully empowered by the terms of its constitutional documents to enter into and to carry out its obligations under this Contract and the documents referred to in this Contract; all necessary actions to authorise the execution of and performance of its obligations under this Contract have been taken before such execution; there are no pending or threatened actions or proceedings before any court or administrative agency which would materially adversely affect the financial condition, business or operations of the Supplier; there are no material agreements existing to which the Supplier is a party which prevent the Supplier from entering into or complying with this Contract; it has and will continue to have the capacity, funding and cash flow to meet all its obligations under this Contract; and it has satisfied itself as to the nature and extent of the risks assumed by it under this Contract and has gathered all information necessary to perform its obligations under this Contract and all other obligations assumed by it. The Supplier warrants that all Goods supplied information, data and other records and documents required by the Authority as set out in the Specification and Tender Response Document shall be submitted to the Authority in the format and in accordance with any timescales set out in the Specification and Tender Response Document. Without prejudice to the generality of Clause 32.2 of this Schedule 2, the Supplier acknowledges that a failure by the Supplier following the Actual Services Commencement Date to submit accurate invoices and other information on time to the Authority may result in the commissioner of health services, or other entity responsible for reimbursing costs to the Authority, delaying or failing to make relevant payments to the Authority. Accordingly, the Supplier warrants that, from the Actual Services Commencement Date, it shall submit accurate invoices and other information on time to the Authority. The Supplier warrants and undertakes to the Authority that it shall comply with any eProcurement Guidance as it may apply to the Supplier and shall carry out all reasonable acts required of the Supplier to enable the Authority to comply with such eProcurement Guidance. The Supplier warrants and undertakes to the Authority that, as at the Commencement Date, it has notified the Authority in writing of any Occasions of Tax Non-Compliance or any litigation that it is involved in that is in connection with any Occasions of Tax Non-Compliance. If, at any point during the Term, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Authority in writing of such fact within five (5) Business Days of its occurrence; and promptly provide to the Authority: details of the steps which the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Authority may reasonably require. The Supplier further warrants and undertakes to the Authority that it will inform the Authority in writing immediately upon becoming aware that any of the warranties set out in Clause 32 of this Schedule 2 have been breached or there is a risk that any warranties may be breached. Any warranties provided under this Contract are new, unused, both independent and cumulative and may be enforced independently or collectively at the sole discretion of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsenforcing Party.
Appears in 2 contracts
Sources: NHS Terms and Conditions for the Provision of Services, NHS Terms and Conditions for the Provision of Services
Warranties. The Supplier warrants that and undertakes that: it has, and shall ensure its Staff shall have, and shall maintain throughout the Term, all Goods supplied appropriate licences and registrations with the relevant bodies to fulfil its obligations under this Contract; it has all rights, consents, authorisations, licences and accreditations required to provide the Services and shall maintain such consents, authorisations, licences and accreditations throughout the Term; it has and shall maintain a properly documented system of quality processes covering all aspects of its obligations under this Contract and/or under Law and/or Guidance and shall have no defect, arising from design, materials, or workmanship or from at all times comply with such quality processes; it shall not make any significant changes to its system of quality processes in relation to the Services without notifying the Authority in writing at least twenty one (21) days in advance of such change (such notice to include the details of the consequences which follow such change being implemented); where any act or omission of the Supplier that may develop under normal requires the notification to and/or approval by any regulatory or other competent body in accordance with any Law and Guidance, the Supplier shall comply fully with such notification and/or approval requirements; receipt of the Services by or on behalf of the Authority and use of the deliverables or of any other item or information supplied Goods or made available to the Authority as part of the Services will not infringe any third party rights, to include without limitation any Intellectual Property Rights; it will comply with all Law and Guidance in so far as it is relevant to the provision of the Services; it will provide the Services using reasonable skill and care and in accordance with Good Industry Practice and shall fulfil all requirements of this Contract using appropriately skilled, trained and experienced staff; unless otherwise set out in the conditions prevailing Specification and Tender Response Document and/or as otherwise agreed in writing by the Parties, it has and/or shall procure all resources, equipment, consumables and other items and facilities required to provide the Services; without limitation to the generality of Clause 32.1.7 of this Schedule 2, it shall comply with all health and safety processes, requirements safeguards, controls, and training obligations in accordance with its own operational procedures, Law, Guidance, Policies, Good Industry Practice, the requirements of the Specification and Tender Response Document and any notices or instructions given to the Supplier by the Authority and/or any competent body, as relevant to the provision of the Services and the Supplier’s access to the Premises and Locations in accordance with this Contract; without prejudice to any specific notification requirements set out in this Contract, it will promptly notify the Authority of any health and safety hazard which has arisen, or the Supplier is aware may arise, in connection with the performance of the Services and take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by such hazards; any equipment it uses in the country provision of final destinationthe Services shall comply with all relevant Law and Guidance, be fit for its intended purpose and maintained fully in accordance with the manufacturer’s specification; it shall use Good Industry Practice to ensure that any information and communications technology systems and/or related hardware and/or software it uses are free from corrupt data, viruses, worms and any other computer programs or code which might cause harm or disruption to the Authority's information and communications technology systems; it will promptly respond to all requests for information regarding the Contract and the provision of the Services at the frequency and in the format that the Authority may reasonably require; all information included within the Supplier’s responses in the Specification and Tender Response Document and all accompanying materials is accurate; it has the right and authority to enter into this Contract and that it has the capability and capacity to fulfil its obligations under this Contract; it is a properly constituted entity and it is fully empowered by the terms of its constitutional documents to enter into and to carry out its obligations under this Contract and the documents referred to in this Contract; all necessary actions to authorise the execution of and performance of its obligations under this Contract have been taken before such execution; there are no pending or threatened actions or proceedings before any court or administrative agency which would materially adversely affect the financial condition, business or operations of the Supplier; there are no material agreements existing to which the Supplier is a party which prevent the Supplier from entering into or complying with this Contract; it has and will continue to have the capacity, funding and cash flow to meet all its obligations under this Contract; and it has satisfied itself as to the nature and extent of the risks assumed by it under the Contract and has gathered all information necessary to perform its obligations under the Contract and all other obligations assumed by it. The Supplier warrants that all Goods supplied information, data and other records and documents required by the Authority as set out in the Specification and Tender Response Document shall be submitted to the Authority in the format and in accordance with any timescales set out in the Specification and Tender Response Document. Without prejudice to the generality of Clause 32.2 of this Schedule 2, the Supplier acknowledges that a failure by the Supplier following the Actual Services Commencement Date to submit accurate invoices and other information on time to the Authority may result in the commissioner of health services, or other entity responsible for reimbursing costs to the Authority, delaying or failing to make relevant payments to the Authority. Accordingly, the Supplier warrants that, from the Actual Services Commencement Date, it shall submit accurate invoices and other information on time to the Authority. The Supplier further warrants and undertakes to the Authority that it will inform the Authority in writing immediately upon becoming aware that any of the warranties set out in Clause 32 of this Schedule 2 have been breached or there is a risk that any warranties may be breached. Any warranties provided under this Contract are new, unused, both independent and cumulative and may be enforced independently or collectively at the sole discretion of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsenforcing Party.
Appears in 2 contracts
Sources: NHS Terms and Conditions for the Provision of Services, NHS Terms and Conditions for the Provision of Services
Warranties. The Supplier (a) Seller hereby represents and warrants that to RIVERSIDE as follows: (i) Seller shall deliver good and marketable title to all Goods supplied under goods and services furnished pursuant to this Contract shall have no defectOrder, arising from designincluding the media, articles, materials, drawings, data, information and other tangible and intangible property, and the design, delivery, installation, inspection, testing, expediting and maintenance and all related services and activities, specified as items, or workmanship or from any act or omission of required to furnish items, ordered by this Order (collectively, the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination“Products”). The Supplier warrants that all Goods supplied under this Contract are new, All Products (A) will be unused, of good quality and workmanship and free from all defects (latent and patent) or, in the most recent or current models case of services, performed in a professional and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract workmanlike manner consistent with best industry practices; (B) will conform to the all specifications, drawings, samplesdescriptions and statements of work furnished, specified, or agreed to, by RIVERSIDE; (C) will conform to any samples and to any statements made on the containers, labels, sales literature or advertisements for such Products; (D) will be adequately contained, packaged, marked and labeled; (E) will be merchantable and will be safe and appropriate for the purpose for which goods or services of that kind are normally used; (F) will not infringe the patents or other descriptions intellectual property rights of third parties; (G) will be free and clear of all liens and other encumbrances; and (H) will be fit for RIVERSIDE’s particular purpose, if Seller knows or has reason to know such purpose for which the Products are intended. Seller shall not be liable for defects in design to the extent Products are manufactured pursuant to, and in accordance with, detailed designs furnished by RIVERSIDE.
(ii) Seller is free to enter into and fully perform this Order and has obtained any and all authority necessary to do so from its governing board or specified by IOM. IOM shall body or otherwise.
(b) No warranties contained in this Order and no remedies available to RIVERSIDE for the breach
(c) Subject to Section 7 hereof, Seller agrees promptly notify the Supplier in writing of to replace or repair any claims arising under Product not conforming to this Order or to any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such noticeset forth herein (each, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereofa “Nonconforming Product”), without cost any expense (including transportation) to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdictionRIVERSIDE. In the event that the Supplier becomes aware of any situation were IOMSeller’s legal statusfailure promptly to repair or replace such Nonconforming Product(s), privileges or immunities are not fully respectedRIVERSIDE, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose after reasonable notice to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employSeller, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List may do so and charge Seller for all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractscosts incurred.
Appears in 2 contracts
Sources: Purchase Order, Purchase Order Terms and Conditions
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from (a) Notwithstanding any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise other provision in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full :
(i) all Products and Deliverables will be free of any lien, encumbrance, or claim of any nature by any third party and Supplier will convey clear title thereto to the GoodsBuyer;
(ii) all Products and Deliverables sold to Buyer will be new and of merchantable quality, is fully qualified to sell the Goods to IOMfit for Buyer’s particular purpose(s) and will contain new parts and components and be free from all defects, whether latent or patent, in design, workmanship and materials, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable national, state and local laws. Supplier further warrants that all Products and Deliverables will strictly conform to all specifications, samples, drawings, designs, plans, instructions, statements of work or other requirements (including functional performance specifications) furnished, approved or adopted by Buyer;
(iii) all Services shall be performed by qualified individuals in a professional and workmanlike manner conforming to the highest industry standards and practices in a timely manner and in accordance with generally accepted practices and professional standards used by internationally recognized providers performing services similar to the Services hereunder;
(iv) Supplier has the legal right to provide all of the Products and/or Services and Deliverables hereunder;
(v) all Products and/or Services and Deliverables shall comply with any and all applicable federal, state, commonwealth, county and local, including those of any foreign country, laws and ordinances and all lawful orders, decrees, rules, regulations, codes and other requirements issued thereunder (hereinafter collectively referred to as “Legal Requirements”), including Legal Requirements to provide a safe and healthy workplace, to protect local environmental quality, to comply with applicable privacy or data protection laws of any country where work relating to this Contract is performed, and compliance with export control laws and regulations of the United States and of any foreign country;
(vi) the Services supplied under this Contract will not be provided utilizing forced, indentured or convict labor or utilizing the labor of persons in violation of the tax, immigration or minimum working age law in the country where the Services are being carried out, or in violation of minimum wage, hour of service, or overtime laws of the country where the Services are being carried out;
(vii) Supplier is in full compliance with the Immigration Reform and control Act of 1986, as amended, and that it will only provide Buyer with Supplier Personnel whose employment eligibility has been verified; that it is in full compliance with all applicable laws relating to equal employment opportunity; and that it has implemented appropriate “revolving door” and conflict of interest screening mechanisms, and that its employees are in full compliance with all related regulations and laws, ordinancesincluding but not limited to, rules 5 C.F.R. Sect. 2635 et. Seq., 18 U.S.C. Sec. 204, 207 and regulations when performing its obligations under this Agreement; In all circumstances it shall act 208, and FAR Subpart 3.104 et seq.;
(viii) Supplier has not engaged in the best interests any sharing or exchange of IOM; No officialprices, employee costs or agent of IOM other competitive information or undertaken any other collusive conduct with any third party has received fromsupplier or bidder in connection with the preparation of any bid or proposal to Buyer or negotiation of this Contract;
(ix) except as otherwise agreed by Buyer in writing, will be offered byno software constituting or contained in Products and/or Services and Deliverables supplied to Buyer hereunder is subject to or distributed under any license, other agreement or understanding, that: (i) would require the distribution of source code with the software of any Product, Service or Deliverable into which it is or becomes incorporated, or will receive from the which would require source code to be made available when such is distributed to any third party; (ii) would impact, restrict or impair in any way Buyer’s ability to license such software pursuant to terms of Buyer’s choosing; or (iii) would impact or limit Buyer’s ability to enforce Buyer’s patent or other intellectual property rights against any third party in any manner (a “▇▇▇▇ License”). Supplier any direct or indirect benefit arising from this Agreement or award thereof; It represents and warrants it has not misrepresented modified any software or concealed other component that is subject to a ▇▇▇▇ License. Supplier will not incorporate any software or other component subject to a ▇▇▇▇ License into the software constituting or contained in Products and/or Services and Deliverables supplied to Buyer hereunder, including by virtue of embodiment of background software into such software other than as expressly approved in writing in advance by Buyer; and
(x) the Products and/or Services and Deliverables (A) do not and will not contain any restrictive devices such as any key, node lock, time-out, time bomb, or other function, whether implemented by electronic, mechanical or other means which may restrict or otherwise impair the operation or use of the Products and/or Services and Deliverables or any material facts embodying or comprising Products and/or Services and Deliverables; and (B) shall be free of viruses and other harmful code (including, without limitation, time-out features) which may interfere with the use of the Products and/or Services and Deliverables regardless of whether Supplier or Supplier Personnel purposefully placed such code in the procuring Products and/or Services and Deliverables. In addition to exercising any of Buyer’s other rights and remedies under this Agreement; The SupplierContract or otherwise at law or in equity, its staff Supplier shall provide Buyer, free of charge, with any and all new versions, upgrades, updates, releases, maintenance releases and error or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for bug fixes of the period Products and/or Services and Deliverables (collectively, “Revised Code”) that prevents a breach of any of the Supplies are warranties provided under this Agreement; Contract or corrects a breach of such warranties. Revised Code contained in Products and/or Services and Deliverables constitutes Products and/or Services and Deliverables for purposes of this Contract.
(b) The prices for foregoing warranties shall survive Buyer’s inspection, acceptance, sale and use of the Goods under Products and/or Services and Deliverables. The warranties and remedies contained in this Agreement Section shall be in addition to, and shall not be construed as restricting or limiting, any warranties or remedies of Buyer, express or implied, which are provided by contract or law.
(c) In the event that any Products and/or Services and Deliverables do not exceed those offered for similar goods conform to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration any of the foregoing warranties, Supplier in connection with this Agreement. The Supplier at its sole expense and at Buyer’s option shall not accept promptly repair or replace such Products and Deliverables and/or re-perform such Services and reimburse Buyer for its own benefit any trade commissionlosses, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractorsinjuries, as well as the officers, employees, remedial costs and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, other direct damages resulting from such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdictionnon-conformance. In the event that of Supplier’s failure to do so, Buyer may make such repair or replacement or have the service re-performed at Supplier’s expense, after notice to Supplier. Any Products or Deliverables repaired or replaced or Services re- performed under this provision shall be warranted as provided herein.
(d) Supplier becomes aware hereby extends to Buyer any and all warranties received from Supplier’s sub- suppliers and subcontractors and agrees to enforce such warranties on ▇▇▇▇▇’s behalf. All of Supplier’s warranties shall run collectively and separately to Buyer, its successors, assigns, customers and users of Products and/or Deliverables sold by Buyer.
(e) Any claim by Buyer under this Section (or any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term provision of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriateContract), shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsbe asserted through a notice of arbitration filed within four (4) years after the cause of action has accrued.
Appears in 2 contracts
Sources: Conditions of Purchase, Conditions of Purchase
Warranties. 9.1 The Supplier warrants that all Goods supplied under this Contract Agreement shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. .
9.2 The Supplier warrants that all Goods supplied under this Contract Agreement are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this ContractAgreement. All Goods and Services delivered under this Contract Agreement will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. .
9.3 IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article Articles 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s 's continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of any of IOM's rights regarding the Supplier’s 's warranty. .
9.4 The Supplier further represents and warrants that: :
(a) It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, all the delivery of the Goods Services in accordance with this Agreement; ;
(b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; ;
(c) In all circumstances it shall act in the best interests of IOM; ;
(d) No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; ;
(e) It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; ;
(f) The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; ;
(g) It will maintain reasonable and appropriate organizational, administrative, physical, and technical safeguards to ensure the integrity and confidentiality of the information shared pursuant to this Agreement. The safeguards shall be designed to protect against any foreseeable threats or risks to the security and integrity of such information as well as the unauthorized access, use or disclosure thereof. If requested by IOM at any time during the term of this Agreement, the Supplier shall provide IOM with copies of its policies, protocols, records, and other relevant materials implementing the safeguards;
(h) It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; ;
(i) The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s 's other customers; ;
(j) The Price Prices specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any additional remuneration; .
(k) It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were where IOM’s 's legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. .
(l) It is not included in the most recent Consolidated United Nations Security Council Sanctions Consolidated List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. .
(m) It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions Consolidated List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Supplier determines there are credible allegations or suspicions that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.
9.5 The Supplier warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminator or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Supplier shall immediately inform IOM of any allegation or suspicion that the following practice may have occurred or exist:
(a) fraudulent practice, defined as any act or omission, including misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, a natural or legal person in the procurement process or the execution of a contract party to obtain a financial gain or other benefit, or to avoid an obligation or in such a way as to cause a detriment to IOM;
(b) corrupt practice defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another natural or legal person in the procurement process or in contract execution, such as through bribery;
(c) collusive practice defined as an arrangement between two or more bidders, or other natural or legal persons designed to achieve an improper purpose, including influencing improperly the actions of another natural or legal person or artificially altering the results of the procurement process to obtain a financial gain or other benefit;
(d) coercive practice defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any natural or legal person or the property of any such person to influence improperly its actions or impact the execution of a contract;
(e) obstructive practice defined as acts or omissions intended to materially impede the exercise of IOM's contractual rights of audit, investigation and/or access to information, including deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation;
(f) unethical practice defined as a practice contrary to the IOM Unified Staff Regulations and Rules or UN Supplier Code of Conduct, such as those relating to conflict of interest, gifts, hospitality, post-employment provisions, abuse of authority, harassment, discriminatory or exploitative practices or practices inconsistent with the rights set forth in the Convention on the Rights of the Child;
(g) money laundering practice defined as the conversion or transfer of property knowing that such property is derived from any offence(s), for the purpose of concealing or disguising the illicit origin of the property or of assisting any persons who are involved in such offence(s) to evade the legal consequences of their actions. Property shall include, but not be limited to money.
9.6 The Supplier further warrants that it shall:
(a) Take all appropriate measures to prevent sexual exploitation and sexual abuse (SEA), as those terms are defined in section 1 of ST/SGB/2003/13 (the "SG Bulletin"), and sexual harassment (SH), as that term is defined in section 1 of the UN System Model Policy on Sexual Harassment, by its employees or sub-contractors, consultants, interns or volunteers associated with or working on behalf of the Supplier to perform activities under this Agreement ("Associated Personnel");
(b) accept and follow the standards of conduct listed in section 3 of the SG Bulletin;
(c) Promptly and confidentially report to IOM any allegations or suspicions of SEA or SH concerning its employees or Associated Personnel; promptly investigate any credible allegations of SEA or SH concerning its employees or Associated Personnel, and inform IOM of the outcome of such investigation; take appropriate corrective measures, including imposing disciplinary measures on any of its employees or Associated Personnel who has committed SEA or SH, and inform IOM of such corrective measures;
(d) Provide to IOM, on written request, all relevant information to determine whether the Implementing Partner has taken appropriate investigative and corrective action in cases of SEA or SH. Failure to take appropriate investigative or corrective action to the satisfaction of IOM shall constitute material breach of this Agreement;
(e) Ensure that the SEA and SH provisions contained in this Article are included in all sub- contracts related to this Agreement;
(f) Adhere to the provisions of this Article for the duration of this Agreement.
9.7 The Supplier expressly acknowledges and agrees that breach by the Supplier, its employees or its Associated Personnel, of any provision contained in Articles 9.4, 9.5 or 9.6 of this Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this Agreement immediately on written notice without liability. In the event that IOM determines, whether through an investigation or otherwise, that such a breach has occurred then, in addition to its right to terminate the Agreement, IOM shall be entitled to recover from the Supplier all losses suffered by IOM in connection with such breach.
9.8 IOM shall have the right to investigate any allegations (including but not limited to SEA, SH, fraud and corruption) involving the Supplier, its employees or its Associated Personnel, notwithstanding related investigations undertaken by the Supplier or national authorities. The Supplier shall provide its full and timely cooperation with any such investigations. Such cooperation shall include, but shall not be limited to, the Supplier's obligation to make available its personnel and any relevant documentation for such purposes at reasonable times and on reasonable conditions and to grant access to the Supplier's premises at reasonable times and on reasonable conditions in connection with such access to the Supplier's personnel and relevant documentation. The Supplier shall require its agents, including, but not limited to, the Supplier's attorneys, accountants or other advisers, to reasonably cooperate with any such investigations carried out by IOM.
Appears in 2 contracts
Sources: Long Term Agreement for Supply and Delivery of Furniture, Invitation to Bid
Warranties. (a) The Supplier warrants that that:
(b) the Goods or Services are of merchantable quality and free from any defect of material or workmanship;
(c) the Goods will comply with all specifications provided by Firmins Lane Engineering;
(d) any services are provided with due care and skill;
(e) the Goods or Services are fit for the purpose for which goods or services of the same kind are commonly supplied under this Contract shall have no defectand for any other purpose made known to the Supplier;
(f) where sold by sample, arising from designthe Goods in bulk correspond with the sample in quality;
(g) where sold by description, materialsthe Goods correspond with the description;
(h) the Goods carry any applicable manufacturer’s warranty, which passes to Firmins Lane Engineering or the customer of Firmins Lane Engineering without liability to Firmins Lane Engineering, and the Supplier will either assign to Firmins Lane Engineering, or workmanship hold on trust for Firmins Lane Engineering and Firmins Lane Engineering’s customer, the benefit of any applicable warranty or guarantee that the Supplier has received from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver supplier of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell ;
(i) the Goods to IOMare free from lien, charge, or any other encumbrance or security interest;
(j) the Goods or Services do not infringe any patent, trademark, trade name, copyright or other property right of any third party;
(k) it has obtained and is a company financially sound will maintain all necessary licences, permits and duly licensed, consents that may be required in connection with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery supply of the Goods in accordance with this Agreementor Services; It shall and
(l) it is knowledgeable about, and will comply with with, all applicable anti-corruption, anti-bribery, anti-trust and anti- money laundering laws and other criminal laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in which may be applicable to the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration performance of the Supplier Agreement.
(m) These warranties apply in connection with this Agreement. The Supplier shall not accept for its own benefit addition to any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employeeswarranties implied by law, and agents of either of them, similarly, shall are not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware a waiver of any situation were IOM’s legal statussuch implied warranties.
(n) These warranties (express or implied) survive delivery, privileges or immunities are not fully respectedinspection, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List acceptance and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractspayment by Firmins Lane Engineering.
Appears in 2 contracts
Sources: Standard Purchase Terms and Conditions, Standard Purchase Terms and Conditions
Warranties. 9.1 The Supplier warrants, represents and undertakes that: a it has full power and authority to enter into and perform this Agreement in accordance with its terms; b the performance of the Supplier’s obligations under this Agreement will neither conflict with any obligation or duty owed to any third party nor infringe the rights of any third party; c it will carry out the work by the date or dates agreed by the parties to this Agreement; d it will carry out the Services with all due skill and diligence and in a good and workmanlike manner, and in accordance with the best practice within the industry of the Supplier (“Best Practice”); e it will use its best endeavours to achieve the requirements and specifications specified in the Details; f the Supplier's employees and agents will have the necessary skills, professional qualifications and experience to perform the Services in accordance with Best Practice; g it has obtained all necessary and required licences, consents and permits to perform the Services; and h it is responsible for all costs, fees, expenses and charges for training necessary or required for the Supplier's employee and agents to perform the Services.
9.2 If the Supplier performs the Services (or any part of the Services) negligently or materially in breach of this Agreement, then if requested by ▇▇▇ Automotive, the Supplier will re-perform the relevant part of the Services. ▇▇▇ Automotive's request must be made within 6 months of the date on which the Supplier completes performing the Services / termination of this Agreement.
9.3 The Supplier covenants that the Supplier will be solely responsible for the payment to the Supplier's employees and agents of all amounts due by way of salary, superannuation, annual leave, long service leave and any other benefits to which they are entitled as the Supplier's employees or agents and to otherwise comply with legislation applicable to the Supplier's employees and agents.
9.4 The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, the Supplier may not incur any liability on behalf of ▇▇▇ Automotive or workmanship in any way pledge or from purport to pledge ▇▇▇ Automotive's credit or accept any act other or omission make any contract binding upon ▇▇▇ Automotive without prior approval being given by ▇▇▇ Automotive.
9.5 Each of the Supplier that may develop under normal use of the supplied Goods parties acknowledges that, in the conditions prevailing entering into this Agreement, it does not do so in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newreliance on any representation, unused, of the most recent warranty or current models and that they incorporate all recent improvements in design and materials unless other provision except as expressly provided otherwise in this Contract. All Goods Agreement, and Services delivered under this Contract will conform to the specificationsany conditions, drawings, samples, warranties or other descriptions furnished terms implied by statute or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising common law are excluded from this Agreement or award thereof; It has not misrepresented or concealed any material facts in to the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared fullest extent permitted by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractslaw.
Appears in 2 contracts
Sources: General Terms and Conditions, General Terms of Service
Warranties. The Supplier represents and warrants that all Goods supplied under this Contract shall have no defectprovided will (i) be new and will not be used or refurbished, arising unless expressly agreed by NTT in writing, (ii) be free from defects in design, materials, or materials and workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to all applicable specifications for a period of fifteen (15) months from the specificationsdate of delivery to NTT or for the period provided in Supplier's standard warranty covering the Goods, drawingswhichever is longer, samples(iii) be free of and clear of all liens, security interests or other descriptions furnished or specified by IOM. IOM shall promptly notify the encumbrances and Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full good title to the Goods, (iv) not infringe or misappropriate any third party’s Intellectual Property Rights (v) if Goods are hardware, be free from defects in design, materials and workmanship and be new and unused and not contain used or repaired parts (unless otherwise expressly agreed by NTT) and (vi) if such Goods are software, not contain any free open source software (‘▇▇▇▇’), code or other component designed to disrupt, disable, harm, erase, permit unauthorized access to NTT’s data or systems, which includes or implements any worms, Trojan horses, viruses or other harmful code, or contains any time-sensitive code or other disabling devices or key lock that has the potential or capability of causing any unplanned interruption of the operations of the software. Supplier hereby agrees that it will make spare parts available to NTT for a period of five (5) years from the date of shipment at Supplier’s then current price, less applicable discounts. Additionally, Goods purchased will be subject to all written and oral express warranties made by Supplier's suppliers and manufacturers. All warranties will be construed as conditions as well as warranties and will not be exclusive. To the extent that it is fully qualified more favorable to sell NTT than the foregoing warranties, Supplier will furnish to NTT Supplier's (or the applicable suppliers or manufacturer’s) standard warranty and service guaranty applicable to the Goods. All warranties and service guaranties will run to, and be enforceable by, both NTT and to its clients. If NTT identifies a warranty problem with the Goods during the warranty period, NTT will promptly notify Supplier of such problems and will return the Goods to IOMSupplier, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery at Supplier's expense. Within ten (10) business days of receipt of the returned Goods, Supplier will, at NTT’s option, either repair or replace such Goods, or credit NTT’s account for the same. Replacement and repaired Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage warranted for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration remainder of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commissionwarranty period or twelve (12) months, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it whichever is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractslonger.
Appears in 2 contracts
Sources: Standard Terms and Conditions, Standard Terms and Conditions
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission In consideration of the Supplier that may develop under normal use Placing Agent entering into this Agreement and agreeing to perform its obligations hereunder, each of the supplied Goods Vendor and the Company (except in respect of matters which relate only to the conditions prevailing in Vendor on which the country of final destination. The Supplier Company gives no warranty) hereby represents, warrants that all Goods supplied under this Contract are new, unused, and undertakes to the Placing Agent as follows:
(a) the Vendor is the beneficial owner of the most recent or current models Placing Shares and that they incorporate has the necessary power and authority and has obtained all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform necessary consents to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified enable it to sell the Goods Placing Shares hereunder and this Agreement constitutes valid and legally binding and enforceable obligations of the Vendor;
(b) the Placing Shares are fully paid up, rank pari passu in all respects with the existing Shares in issue, include the right to IOMreceive all dividends and distributions which may be declared made or paid after the Placing Completion Date and are free and clear of all liens, encumbrances, equities or other third party rights;
(c) all statements of fact contained in the Placing Announcement are true and accurate in all material respects and not misleading in any material respect in the context of the Placing and all statements of opinion, intention or expectation of the directors of the Company in relation to the Company or any of its Subsidiaries contained therein are truly and honestly held and have been made after due and careful consideration and there is no other fact or matter omitted therefrom the omission of which would make any statement therein misleading or which is otherwise material in the context of the Placing;
(d) each member of the Group is duly incorporated and validly existing under the laws of the place of its incorporation with power to own its assets and to conduct its business in the manner presently conducted and there has been no petition filed, order made or effective resolution passed for the liquidation or winding up of any member of the Group which is material to the operations and results of the Group taken as a company financially sound whole;
(e) save as previously disclosed by the Company to the public in writing during the preceding twelve months, there is no litigation, arbitration or other legal proceedings in progress or pending against any member of the Group which if decided adversely to the relevant member of the Group would have or have had during the twelve months preceding the date hereof a material adverse effect on the financial position of the Group (taken as a whole) or the Company and duly licensedwhich is material in the context of the Placing;
(f) save as previously disclosed by the Company to the public in writing during the preceding twelve months, the Company is not in breach in any material respect in the context of the Placing, of any rules, regulations or requirements of the Stock Exchange or any applicable law, decree, judgment, legislation, order, regulation, statute, ordinance, treaty or other legislative measure;
(g) no material outstanding indebtedness of any member of the Group has become payable or repayable by reason of any default of such member of the Group and no event has occurred which, with adequate human resourcesthe lapse of time or the fulfilment of any condition or the giving of notice or the compliance with any formality, equipmentmay result in such indebtedness becoming payable or repayable prior to its maturity date or in a demand being made for such indebtedness to be paid or repaid;
(h) save as previously disclosed by the Company to the public in writing during the preceding twelve months or otherwise than in the ordinary course of business, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery no member of the Goods Group has entered into a material contract or commitment of an unusual or onerous nature which, in the context of the Placing, might be material for disclosure and each such company has carried on its business in the ordinary and usual course;
(i) the audited consolidated accounts of the Group for the financial year ended on the Audited Accounts Date:
(i) have been prepared on a recognised and consistent basis and in accordance with this Agreement; It shall generally accepted accounting principles, standards and practice in Hong Kong;
(ii) comply in all material respects with all applicable laws, ordinances, rules statutes and regulations when performing and show a true and fair view of the state of affairs of the Group and of its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage results for the period in question;
(iii) are not affected by any unusual or non-recurring items and do not include transactions not normally undertaken by the Supplies are provided under this Agreementrelevant member of the Group (save as disclosed in the said accounts); The prices and
(iv) make adequate provision for all taxation whether in Hong Kong or any other part of the world in respect of all accounting periods ended on or before the respective date for which the relevant member of the Group was then or might at any time thereafter become or have been liable;
(j) the interim accounts of the Group for the Goods period ended on the Interim Accounts Date:
(i) have been properly prepared and fairly present and reflect in accordance with generally accepted accounting principles, standards and practice in Hong Kong;
(ii) comply on all material aspects with all applicable ordinances, statutes and regulations and reflect a true and correct view of the state of affairs of the Group and of its results for the period in question;
(k) since the Interim Accounts Date:
(i) each member of the Group has carried on business in the ordinary and usual course in all material respects so as to maintain it as a going concern;
(ii) each member of the Group has continued to pay its creditors in the ordinary course of business in all material respects;
(iii) there has been no material adverse change in the condition, financial or otherwise, or the earnings, business affairs or business prospects (whether or not arising in the ordinary course of business) of any member of the Group and no event has occurred which in the reasonable opinion of the Vendor or the Company may give rise to a material adverse change in such position in the foreseeable future;
(l) there is no order, decree or judgment of any court or governmental agency or regulatory body outstanding or anticipated against any member of the Group nor, to the best of the knowledge, information and belief of the Vendor, having made due and careful enquiries, is there any investigation or enquiry by any governmental agency or regulatory body outstanding or anticipated against any member of the Group which may have or has had a material adverse effect upon the condition, financial or otherwise or the earnings, business affairs or business prospects (whether or not arising in the ordinary course of business) of the Group or which is material in the context of the Placing;
(m) save as publicly announced by the Company prior to the date hereof or pursuant to options granted or hereafter to be granted under the share option scheme of the Company, no person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, sale or transfer of any share or loan capital or any other security giving rise to a right over the capital of any member of the Group under any option or other agreement (including conversion rights and rights of pre-emption) and there are no encumbrances on the shares of any member of the Group or any arrangements or obligations to create any encumbrances; and
(n) the execution and delivery of, and the performance by the Vendor and the Company of their respective obligations under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of and will not, and this Agreement shall constitute the sole remuneration does not and will not:
(i) result in a breach in any material respect of any provision of the Supplier articles of association of any member of the Group; or
(ii) result in a breach in any material respect of, or constitute a default under, any instrument to which any member of the Group is a party or by which any member of the Group or any of their respective properties is bound; or
(iii) result in a breach in any material respect of any laws to which any member of the Group are subject or by which any member of the Group or any of their respective properties are bound; or
(iv) infringe any mortgage, contract or other undertaking or instrument to which any member of the Group is a party or which is binding upon it or its assets, and does not and will not result in the creation of imposition of any encumbrance on any of its assets pursuant to the provisions of any such mortgage, contract or other undertaking or instrument.
(o) each of the Vendor and the Company will promptly provide the Placing Agent, at its reasonable request, with all such information known to it or which on reasonable enquiry ought to be known to it relating to the Group or the Vendor as may be required by the Placing Agent in connection with this Agreement. The Supplier the Placing for the purpose of complying with any applicable law, regulation or direction (including the establishment of any defence to any action under any of the same, whether relating to due diligence or otherwise) or any requirement of the Stock Exchange, the SFC or any other applicable regulatory body;
(p) the Vendor shall ensure that none of its Associates shall purchase the Placing Shares under the Placing;
(q) the Vendor has not been, is not and shall not accept be at any time engage in insider dealing for its own benefit any trade commission, discount or similar payment the purposes of the Securities and Futures Ordinance in connection with activities the Placing and the related transactions entered into pursuant to this Agreement Agreement, neither the Vendor nor any person acting on the Vendor's behalf or under its control has taken or shall take, directly or indirectly, any action designed or which was designed, or which constitutes or has constituted or might reasonable be or have been expected to cause or result in, stabilization or manipulation of the discharge price of its obligations hereunder. The Supplier any Shares or other securities of the Company; and
(r) the Vendor and the Company shall ensure that any subcontractors, as well as the officers, employeesmake all appropriate disclosures pursuant to, and agents of either of themshall comply in all respects with, similarlythe Listing Rules, shall not receive any additional remuneration; It shall respect the legal statusTakeovers Code, privileges the Securities and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List Futures Ordinance and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it laws and regulations in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation connection with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.Placing;
Appears in 2 contracts
Sources: Contract for Placing and Subscription of Shares (China Enterprises LTD), Contract for Placing and Subscription of Shares (China Enterprises LTD)
Warranties. 12.1 The Supplier Contractor warrants that all the Goods supplied under this Contract shall have no defect, arising be free from defects in design, materials, workmanship and title, shall conform in all respects to the terms of this Agreement, shall be fit and suitable and perform satisfactorily for the purposes and under the conditions made known to the Contractor by the City or workmanship which were reasonably inferable. The Goods shall be at least equal to the higher of national standards or from any act codes (such as, by way of illustration, CSA or omission ASTM), or standards and codes customarily applicable at the place where the City will use the Goods. The Goods shall be of the Supplier that may develop under normal use best quality, if no quality is specified. This general warranty is independent of and without prejudice to any specific warranty or service guarantee offered by the Contractor or third party manufacturer or supplier of the supplied Goods in connection with the conditions prevailing in purpose for which the country of final destinationGoods were purchased. The Supplier warrants that all Goods supplied under this Contract are new, unused, Contractor shall assign to the City any warranty or service guarantee offered by a third party manufacturer or supplier of the most recent Goods. Notwithstanding this assignment, if at any time up to one year from the date of delivery or current models installation (if applicable) the City determines the Goods or any part do not conform to these warranties, the City shall notify the Contractor within a reasonable time after such discovery, and the Contractor shall then promptly correct such nonconformity at the Contractor's expense. Goods used to correct a nonconformity shall be similarly warranted for one year from the date of installation. The Contractor's liability shall extend to all liabilities, losses, damages, claims and expenses incurred by the City caused by any breach of any of the above warranties.
12.2 The Contractor warrants and guarantees that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods infringe any valid patent, copyright or trademark, foreign or domestic, owned or controlled by any other corporation, firm or person, and agrees to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute indemnify and save harmless the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge City and all of its obligations hereunder. The Supplier shall ensure that any subcontractorselected and appointed officials, as well as the officers, employees, servants, representatives and agents (collectively the "Indemnitees"), from and against any and all claims, demands, causes of either of themaction, similarlysuits, shall not receive any additional remuneration; It shall respect the losses, damages and costs, liabilities, expenses and judgments (including all actual legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware costs) by reason of any situation were IOM’s legal statusclaim, privileges action or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject litigation arising out of any sanctions alleged or other temporary suspension. The Supplier will disclose actual infringement of any patent, copyright or trademark, foreign or domestic, relating to IOM if it becomes subject to any sanction or temporary suspension during the term of Goods and Services supplied under this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.
Appears in 2 contracts
Sources: Request for Quotations, Request for Quotations
Warranties. The Supplier warrants that all Goods supplied under this Contract Agreement shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract Agreement are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this ContractAgreement. All Goods and Services delivered under this Contract Agreement will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article Articles 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of any of IOM’s rights regarding the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, all the delivery of the Goods Services in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price Prices specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any additional remuneration; . It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Supplier determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts. The Supplier warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminator or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Supplier shall immediately inform IOM of any suspicion that the following practice may have occurred or exist: a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution; a fraudulent practice, defined as any act or omission, including a misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM; a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit; a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract; an obstructive practice, defined as (i) deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information; any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities. The Supplier further warrants that it shall: Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (SEA) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement (“other personnel”). For the purpose of this Agreement, SEA shall include: Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favours or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel. Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries. Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the person who has committed SEA. Ensure that the SEA provisions are included in all subcontracts. Adhere to above commitments at all times. The Supplier expressly acknowledges and agrees that breach by the Supplier, or by any of the Supplier’s employees, contractors, subcontractors or agents, of any provision contained in Articles 9.4, 9.5 or 9.6 of this Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this Agreement immediately on written notice without liability. In the event that IOM determines, whether through an investigation or otherwise, that such a breach has occurred then, in addition to its right to terminate the Agreement, IOM shall be entitled to recover from the Supplierall losses suffered by IOM in connection with such breach.
Appears in 2 contracts
Sources: Recurring Supply Agreement, Recurring Supply Agreement
Warranties. The Supplier (a) PERIMMUNE warrants that all Goods the Product which is or will be the subject of FDA cleared 510(k) premarket notifications have not been changed or modified in design, components, method of manufacture or intended use from the Product as described in those 510(k) premarket notifications, and will notify MENTOR in advance of any changes in accordance with Article 1.
(b) PERIMMUNE warrants that the Product manufactured and supplied under this Contract Agreement shall have no defect, arising from design, materials, or workmanship or from any act or omission at the time of shipment meet the Quality Control Specifications of PERIMMUNE which are attached to this Agreement as Exhibit B. No claim under this warranty may be made with respect to a unit of the Supplier that may develop under normal use Product if shipped or used after the expiration of the supplied Goods shelf-life of the Product as determined by PERIMMUNE. PERIMMUNE further warrants that prior to shipment to MENTOR, all of its standard tests and quality control procedures have been carried out in relation to each lot of the conditions prevailing in the country of final destinationProduct with satisfactory results. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements limited warranty to MENTOR set forth in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute control over any warranty provisions which may be set forth in MENTOR's Product literature and MENTOR shall hold PERIMMUNE harmless from any and all damages and expenses which PERIMMUNE may incur as a result of unauthorized MENTOR warranties or representations. PERIMMUNE MAKES NO WARRANTY EXPRESSED OR IMPLIED WITH RESPECT TO THE PRODUCTS BEYOND THAT WHICH IS SET FORTH IN THIS AGREEMENT INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. Any warranty made by MENTOR to its customers with respect to the sole remuneration Product shall not obligate PERIMMUNE in any way.
(c) Upon its verification of any claim of defect or nonconformity of any unit of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount Product arising out of a fault or similar payment in connection with activities pursuant omission attributable to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. IfPERIMMUNE, during the term of this Agreement, PERIMMUNE will provide MENTOR with a replacement unit to the Implementing Partner determines there are credible allegations that funds transferred extent necessary to it honor PERIMMUNE's warranties contained in accordance Section 12(a) hereof, or make good any shortages or non-completed deliveries and shall pay all associated freight and insurance associated therewith.
(d) PERIMMUNE's liability under any legal or equitable theory to any person with respect to the Product and/or the relationship described in this Agreement have been used shall be limited to provide support the replacement of the unit, or assistance if impractical, return of the purchase price paid by MENTOR for such unit. PERIMMUNE shall in no event be liable to individuals MENTOR or entities associated with terrorismany other person for any incidental or consequential damages, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.lost
Appears in 2 contracts
Sources: Distribution Agreement (Intracel Corp), Distribution Agreement (Intracel Corp)
Warranties. The Supplier represents, warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform undertakes to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants EY that: It has full title to (1) the Goods, is fully qualified to sell Work Products and/or Services shall at all times comply with EY’s specifications, if any, and applicable law (including without limitation STIP/SEZ regulations); (2) it shall remedy all defects in and Works Products or Services identified by EY during the agreed defect liability period (and where no defect liability period has been agreed, such period shall be 12 months from date of completed performance); (3) the Services and the use by EY and the EY Network Members of the Goods to IOMand Work Product and/or any other materials provided by Supplier shall not infringe the intellectual property rights or other rights of any third party; (4) Supplier shall perform its obligations under this Purchase Order professionally and competently and in a good and workmanlike manner, consistent with the highest applicable industry practices; (5) Supplier shall obtain all consents, clearances, permissions and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills licenses necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery all of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this AgreementPurchase Order; In all circumstances it shall act (6) in the best interests event Supplier is not the manufacturer of IOMthe Goods and or Work Products, all warranties provided by the manufacturer shall pass through to EY for its benefit; No officialand (7) Supplier shall provide any Goods, employee Work Products and/or Services in accordance with the requirements set out in this Purchase Order and in compliance with any EY codes or agent policies as notified to Supplier by or on behalf of IOM or any third party has received from, will be offered by, or will receive EY from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible time to be awarded contracts by IOM; It has or shall take out relevant insurance coverage time and using personnel with knowledge and experience which is sufficient for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods tasks assigned to them. Any of Supplier’s other customers; The Price specified disclaimers, any limitation of liability and/or any reduction of any applicable statute of limitations shall be deemed of no effect unless explicitly set out in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdictionPurchase Order. In the event that of non-conformance with any of the Supplier becomes aware of any situation were IOM’s legal statusabove warranties, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose correct any such non-conformance and, if unable to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriatedo so promptly, shall determine an appropriate response(at EY’s sole option) replace the Goods and/or Work Product or re-perform the non-conforming Services (as relevant) or promptly refund any fees paid by EY. The Any Goods and/or Work Products supplied in excess and not require pursuant to this Purchase Order shall be taken back by Supplier shall ensure that this requirement is included in all subcontractsat no cost to EY.
Appears in 2 contracts
Warranties. The Supplier 10.1 SSI warrants that all Goods supplied under this Contract shall have no defectthe Supply is in conformity with the specifications and drawings constituting part of the Agreement, arising from designand that the Supply, when tangible, is manufactured by means of good materials, thus being free from defects, and further that it complies adequately with the operational conditions required by the Technical Specifications.
10.2 SSI’s warranty and liability for defects (including hidden defects) are limited to defects occurring and established within a period of 12 months, counting from the date of delivery or, in case of a purchase requiring installation, from the date of handover. In addition, SSI’s liability and warranty are limited to comprise only defects clearly attributable to SSI’s Supply and occurring under normal and intended operational conditions.
10.3 Further, SSI is not liable for defects which result from normal wear or workmanship or from any act or omission tear of the Supplier that may develop under normal use Supply, incorrect or insufficient maintenance or use, incorrect installation performed by others than SSI, faulty repairs or changes made without SSI’s prior written consent.
10.4 Upon the repair of a defective part of the supplied Goods Supply, SSI is liable for defects in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, repaired or replaced part of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform Supply, subject to the specificationssame conditions and for the remaining period of the warranty applying to the original Supply.
10.5 THE PURCHASER SHALL WITHOUT UNDUE DELAY GIVE NOTICE IN WRIT-ING TO SSI OF ANY LACK OF CON-FORMITY, drawingsWHENEVER A DEFECT IS ESTABLISHED. SUCH NOTICE MUST CONTAIN A DESCRIPTION OF THE DEFECT AND MAY NOT UNDER ANY CIRCUMSTANCES BE GIVEN LATER THAN TWO WEEKS AFTER THE DE- FECTS HAVE BEEN OR OUGHT TO HAVE BEEN ESTABLISHED.
10.6 IF THE PURCHASER FAILS TO NOTIFY SSI IN WRITING OF THE ESTABLISH-MENT OF A DEFECT ACCORDING TO CLAUSE 9.5, samplesTHE PURCHASER FOR-FEITS ITS RIGHT TO ANY REMEDY IN RELATION TO SSI DUE TO THE ESTABLISHMENT OF A DEFECT.
10.7 IF THE CHARACTER OF A SPECIFIC DEFECT RESULTS IN ADDITIONAL PROPERTY DAMAGE OR PERSONAL INJURY, or other descriptions furnished or specified by IOMTHE PURCHASER MUST IMMEDIATELY NOTIFY SSI THEREOF IN WRITING. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. THE PURCHASER BEARS THE RESPONSIBILITY AND THE RISK OF ANY FURTHER DAMAGE IN CASE THE PURCHASER FAILS TO NOTIFY SSI IMMEDIATELY.
10.8 Upon receipt of the Purchaser’s notice of lack of conformity, SSI shall without undue delay, on its own account, repair the defect complained of. Such repair must be performed at the place where the Supply is located, unless SSI recommends that the defective part of the Supply is returned to SSI for repair or replacement.
10.9 The Purchaser shall on its own account conduct any dismounting and remounting of any other equipment than the actual Supply, if this is required for repairing any defects in the Supply.
10.10 If the Purchaser has given notice of defects, however, without having established any such noticedefect for which SSI is responsible, SSI is entitled to compensation for any costs inflicted on SSI due to the misconceived notice of defects.
10.11 The Purchaser shall on its own account conduct any dismounting and remounting of any other equipment than the actual Supply, if this is required for re-pairing any defects in the Supply.
10.12 Unless otherwise agreed by the Parties, the Supplier shallPurchaser shall pay all additional costs, within which SSI may have incurred in connection with the time period specified in transportation, including the noticetransport of materials and own employees, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered all as a waiver consequence of the SupplierSupply being located elsewhere than at the place of delivery.
10.13 Defective parts having been replaced must be made available to SSI and be regarded as SSI’s warranty. The Supplier further represents and warrants that: It has full title property.
10.14 If SSI fails in due time to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing fulfil its obligations under this Agreement; In all circumstances it clause 10, the Purchaser is entitled to set a final reasonable deadline for SSI to fulfil its obligations. If SSI fails to fulfil its warranty obligations within such final deadline, the Purchaser shall act in be entitled of its own accord or through the best interests agency of IOM; No officiala third party, employee to carry out any work required for repairing the defects established, subject, however, to SSI’s liability for the repair costs being equal to or agent below 10% of IOM the contract price.
10.15 When the Purchaser or any a third party has received fromduly performed any repair work required, SSI’s reimbursement of any costs incurred by the Purchaser in this connection is to be considered a full and final settlement of SSI’s liability for the defect concerned.
10.16 Any repair work performed by others than SSI will not be offered by, comprised by SSI’s warranty or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It liability for defects.
10.17 If a defect has not misrepresented been repaired or concealed any material facts is not duly repairable, the Purchaser shall be entitled to a reduction of the contract price, equivalent to the reduced value of the Supply presumably caused by the defect, such reduction, however, never being more than 10% of the contract price.
10.18 SSI shall not be responsible for defects in the procuring Supply caused by materials or design supplied or completed by the Purchaser or third parties upon the Purchaser’s request.
10.19 SSI is not responsible for defects in the Supply caused by materials or design supplied or completed by the Purchaser.
10.20 SSI is not liable for any indirect loss which may have been caused by an established defect, including any loss of this Agreement; The Supplierearnings, its staff interruption of production or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for any similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration indirect loss.
10.21 This clause 10 contains an exhaustive list of the Supplier in connection with this Agreement. The Supplier shall not accept Purchaser’s remedies for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge breach of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractswarranty.
Appears in 2 contracts
Sources: Sales Contracts, Sales Contracts
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Grant Recipient warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and an organization duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully administer the Grant and satisfactorily, within the stipulated completion period, the delivery of the Goods implement all activities in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Grant Recipient any direct or indirect benefit arising from this the Agreement or award thereofthereof other than the Grant; It has not misrepresented or concealed any material facts in the procuring of selection as Grant Recipient for this Agreement; The SupplierGrant Recipient, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; It will maintain reasonable and appropriate organizational, administrative, physical, and technical safeguards to ensure the integrity and confidentiality of the information shared pursuant to this Agreement. The safeguards shall be designed to protect against any foreseeable threats or risks to the security and integrity of such information as well as the unauthorized access, use or disclosure thereof. If requested by IOM at any time during the term of this Agreement, the Grant Recipient shall provide IOM with copies of its policies, protocols, records, and other relevant materials implementing the safeguards; It has or shall take out relevant insurance coverage for the period of the Supplies are provided under this AgreementProject; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price Grant specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier payment that IOM shall give in connection with this Agreement. The Supplier Grant Recipient shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement the Project or the discharge of its obligations hereunderunder this Agreement. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Grant Recipient becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. ; It is not included in the most recent Consolidated United Nations Security Council Sanctions Consolidated List nor is it the subject of any sanctions or other temporary suspension. The Supplier Grant Recipient will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. ; It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions Consolidated List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Grant Recipient determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors Donors as appropriate, shall determine an appropriate response. The Supplier Grant Recipient shall ensure that this requirement is included in all subcontracts.
Appears in 2 contracts
Sources: Standard Financial Grant Agreement, Fixed Financial Grant Agreement
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further Assignor represents and warrants that: It that:-
(a) the Sale and Purchase Agreement and Security Documents are valid and enforceable and is in full force and effect;
(b) the Customer and/or Assignor is not in default under the Sale and Purchase Agreement and/or Security Documents;
(c) the Property is not affected by any existing agreement, mortgage, charge (whether fixed or floating), debenture, pledge, lien or any other form of encumbrance. Nor is the Assignor a party to or bound by any order, agreement or instrument under which the Assignor is, or in certain events may be, required to create, assume or permit to arise any encumbrance, other than those arising in connection with and pursuant to this Assignment;
(d) the Assignor is the beneficial owner of the Property;
(e) there is no order of any court or other governmental agency or any provision of any existing agreement binding on the Assignor which would be contravened or breached by the execution, delivery and performance of this Assignment;
(f) no violation of any legislation, court orders and/or judgments has full title been committed by the Assignor;
(g) any financial statements, information and other data provided by the Assignor to the GoodsBank are complete and correct, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods have been prepared in accordance with this Agreement; It shall generally applied accounting principles and practices consistently applied in Malaysia and accurately and fairly represent the financial condition and results of operations of the Assignor as at the date or dates to which they were made up. Since such date or dates, there has been no change in the Assignor’s financial condition or results of operations sufficient to impair the Assignor’s ability to comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In Assignment or might adversely affect the decision of the Bank to proceed with the Facility (if applicable);
(h) the Assignor has fully and accurately disclosed in writing to the Bank all circumstances facts relating to its business which it shall act knows or should reasonably know and which are material for disclosure to the Bank in the best interests context of IOM; No officialthe Facility (if applicable);
(i) the Assignor has paid all taxes, employee duties, charges and fees due in Malaysia in respect of the ownership of his/its assets or agent the conduct of IOM his business operation;
(j) no bankruptcy or winding up proceedings have been commenced against the Assignor;
(k) the execution, delivery and performances of this Assignment:-
(i) has been duly authorized by all necessary corporate action;
(ii) do not contravene its Constitution (if applicable);
(iii) do not violate any law or regulation or any third party has received fromjudgment, will be offered byorder or decree of any governmental authority, or will receive from the Supplier any direct mortgage, contract or indirect benefit arising from this Agreement undertaking binding on or award thereofaffecting it; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement and
(iv) do not exceed those offered for similar goods result in or require the creation of any encumbrances upon or with respect to Supplier’s other customersany of its property or revenues pursuant to the provisions of any such contract (if applicable); The Price specified in Article 3.1 of this Agreement shall constitute and
(l) all information furnished by the sole remuneration of the Supplier Assignor in connection with this Agreement. The Supplier shall Assignment do not accept for its own benefit contain any trade commission, discount untrue statements or similar payment in connection with activities pursuant omit to this Agreement or state any fact the discharge omission of its obligations hereunder. The Supplier shall ensure that which makes any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included statement made therein in the most recent Consolidated United Nations Security Council Sanctions List nor is it light of the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employcircumstances under which they are made, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List misleading and all other applicable anti-terrorism legislation. Ifexpressions of expectation, during intention, belief and opinion and all projections contained therein were honestly made on reasonable grounds after due and careful inquiry by the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsAssignor.
Appears in 2 contracts
Sources: Deed of Assignment (By Way of Security), Deed of Assignment (By Way of Security)
Warranties. The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and Service Provider warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out provide fully and satisfactorily, within the stipulated completion period, all the delivery of the Goods Services in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent official of IOM or any third party has received from, will be offered by, or will receive from the Supplier Service Provider any direct or indirect benefit arising from this the Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring procurement of this Agreement; The SupplierService Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts agreements by IOM; It has or shall take out relevant insurance coverage for the period the Supplies Services are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunderthereunder. The Supplier Service Provider shall ensure that any subcontractors, as well as the officers, employees, personnel and agents of either of them, similarly, shall not receive any such additional remuneration; . It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier Service Provider becomes aware of any situation were where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner Service Provider determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier Service Provider shall ensure that this requirement is included in all subcontracts.
Appears in 2 contracts
Warranties. The Supplier warrants Lead Partner warrants, undertakes and agrees that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission on the Commencement Date and on each day throughout the duration of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants Agreement that: It it has full title power and authority to the Goodsexecute, is fully qualified to sell the Goods to IOM, deliver and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing perform its obligations under this Agreement; In all circumstances the Agreement is executed by a duly authorised representative of the Lead Partner; there are no currently in force or binding agreements with third parties the terms of which would prevent it shall act in from entering into the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in would materially impede the procuring performance by it of this its obligations under the Agreement; The Supplier, it will perform its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods obligations under this Agreement do not exceed those offered for similar goods using suitable, appropriately qualified, experienced and competent personnel and Partners; it has all necessary resources, capacity and expertise to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute deliver the sole remuneration GHWP (assuming due receipt of the Supplier Grant); it has not committed, nor shall it commit, any Prohibited Act and shall procure that Partners undertake and agree not to commit any Prohibited Act; it shall and shall procure that the Partners shall at all times comply with all applicable laws (including without limitation the ▇▇▇ in accordance with paragraph 1.7 (Purpose of Grant) above), regulations and all applicable codes of practice and other similar codes or recommendations both in the UK and in the countries in which they are operating, and shall notify THET immediately of any significant departure from such laws, regulations, codes or recommendations; it shall and shall procure that the Partners shall comply with the requirements of the Health and Safety at Work etc. Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to employees and other persons working on the GHWP; it has and shall keep in place adequate procedures for dealing with any conflicts of interest; it has and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction; it shall and shall procure that the Partners shall comply with all relevant medical and ethical standards and all applicable legislation and codes of practice in force in England and Wales and any other territory in which the GHWP takes place or to which the GHWP relates; all financial and other information supplied by or on behalf of the Lead Partner in connection with this Agreement. The Supplier shall Agreement was true and accurate in all material respects as at the date it was provided and is not accept misleading in any material respect because of any omission, subsequent occurrence or ambiguity or for any other reason; it is not subject to any contractual or other restriction imposed by its own benefit or any trade commission, discount other organisation's rules or similar payment regulations or otherwise which may prevent or materially impede it from meeting its obligations in connection with activities pursuant the Grant; it is not aware of anything in its own affairs, which it has not disclosed to THET or any of THET's advisers, which might reasonably have influenced the decision of THET to make the Grant on the terms contained in this Agreement or Agreement; and since the discharge date of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process last accounts there has been no material change in its financial position or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsprospects.
Appears in 2 contracts
Sources: Grant Agreement, Grant Agreement
Warranties. The Supplier represents and warrants to XLam that:
(a) (Capacity) it has the right to enter into the Agreement and perform the Works;
(b) (Purpose) where XLam has, either expressly or by implication, made known to the Supplier any particular purpose for which the Works are required, including in the Purchase Order or the Schedule of Variables, the Works will be performed in such a way as to achieve that all Goods supplied result;
(c) (Conflict) it and its Personnel do not hold any office or possess any property, are not engaged in any business or activity and do not have any obligations whereby duties or interests are or might be created in conflict with or might appear to be created in conflict with its obligations under the Agreement;
(d) (IP) it is entitled to use and deal with any Intellectual Property Rights which may be used by it in connection with the provision of the Works and to grant to XLam the licences contemplated by this Contract shall have no Agreement;
(e) (Trust) it has not entered into the Agreement on behalf of a trust; and
(f) (No infringement) the receipt of the Works and the possession or use of any deliverables by XLam will not infringe the Intellectual Property Rights or other rights of any person or any Laws.
(g) (Modern Slavery) it does not engage in any form of ‘modern slavery’ as that term is defined in the Modern Slavery Act 2018 (Cth); and on request, will provide XLam with true and correct answers to its annual questionnaire in relation to ‘modern slavery’.
(h) (Materials) deliverables including materials used in the Works are new, not used, of high and merchantable quality, and are free from defect, arising from designlien, materialscharge, security interest and encumbrance.
(i) (Licence) the Supplier holds and has obtained all relevant licences, permits, and approvals required for and to perform the Works.
(j) Unless a longer Defects Liability Period has been agreed, the Defects Liability Period for the Works (including replaced or repaired Works) is 12 months starting on the date XLam accepts the Works (or repaired or replaced Works) in writing according to clause 2(d), or workmanship or from any act or omission if no acceptance has been provided according to clause 2(d) but acceptance is implied, starting on the date of the final invoice payment (Defects Liability Period).
(k) Prior to the end of the Defects Liability Period, if XLam notifies the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract Works are new, unused, of the most recent not fit for purpose or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will do not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it Supplier must promptly rectify the non-compliance following which XLam will inform IOM immediately who in consultation with undertake further review of the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontractsWorks under clause 2(d).
Appears in 2 contracts
Sources: Supply Agreement, Supply Agreement
Warranties. The Supplier represents, warrants and undertakes to Agency that:
6.1 the Supplier's personnel and subcontractors who perform the Services hereunder are and shall be competent and suitable in every respect, whether as to qualifications, experience or otherwise, to provide the Services;
6.2 the Services will be carried out in a competent and professional manner and with reasonable skill and care and in accordance with the terms of this Agreement and all specifications, requirements and quality standards set out in applicable Orders or as specified by Agency from time to time. If the Supplier’s performance of the Services does not comply with this Clause, without prejudice to Agency’s other remedies hereunder or at law, the Supplier shall (if Agency requests) perform the Services again at no extra charge;
6.3 it shall comply with (and shall ensure that all Goods supplied under this Contract and Services comply with) all applicable laws, regulatory requirements and codes of practice (including, without limitation, those relating to the protection of personal data, advertising and sales promotion);
6.4 the Goods will be (i) of the best available design and shall have no defect, arising be free from defects in design, materialsmaterial and workmanship, or workmanship or from any act or omission shall be of satisfactory quality, fit for the Supplier that may develop under normal use of the supplied Goods purpose for which they are intended to be used; and (ii) shall comply with all specifications, requirements and quality standards set out in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods applicable Order or supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform communicated by Agency to the specificationsSupplier. If any Goods fail to comply with this warranty, drawings, samples, or other descriptions furnished or specified by IOM. IOM Agency shall promptly notify the Supplier in writing within a reasonable period depending on the nature of the Goods, but in any claims arising under any warranty contained in Article 9.1 or 9.2 event within 90 days of this Agreement. Upon receipt of such noticedelivery, and the Supplier shall, shall (without prejudice to Agency’s other rights and remedies) collect the defective Goods at a time and place convenient to Agency and shall immediately (and in any event within the time period specified in the notice, ten (10) days) (i) repair or replace the defective Goods or, at Agency’s option, (ii) refund to Agency in full all sums paid for the relevant Goods;
6.5 it shall not make any statement, orally or parts thereofin writing, without cost to IOM. IOM’s continued use publicly or privately, or do any act or otherwise conduct itself in such a manner as will or may in the reasonable opinion of such Goods after notifying Agency disparage Agency, its affiliates and/or their clients, or their businesses, products or services;
6.6 where the Supplier is processing personal data (as defined in Regulation (EU) 2016/679 of their defect 27 April 2016, General Data Protection Regulation (“GDPR”)) supplied by or failure on behalf of Agency, the Supplier undertakes to conform or breach of warranty will not be considered a waiver of Agency that: (i) it shall only process such personal data in accordance with the Supplier’s warranty. The Supplier further represents written instructions from Agency and warrants that: It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official, employee or agent of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage solely for the period purposes of providing the Supplies are provided under this Agreement; The prices for Services and the Goods under this Agreement do (and for no other purpose); and (ii) it shall implement and operate appropriate technical and organisational measures necessary to protect against unauthorised or unlawful processing of such personal data and against accidental loss or destruction of, or damage to, such personal data;
6.7 the Goods and any concepts, ideas and materials produced by or on behalf of the Supplier as part of the Services, and Agency's use of such Goods and Services, will not exceed those offered for infringe the Intellectual Property Rights or other rights of any third party and shall not be unlawful in any way;
6.8 where the Supplier is required to provide online, digital or other technical services to Agency in relation to the Services to be supplied under any Order, such services shall be free from any known virus, trojan horse, worm, trapdoor or similar goods software and that the Supplier will continue to Supplier’s other customersuse prudent industry standard methods, processes and applications (including the use and maintenance of up-to-date reputable industry standard anti-virus software) to minimise the risk that any such virus or similar will infect or affect any of the hardware or software systems belonging to or used by Agency, its affiliates or their clients; The Price specified in Article 3.1 and
6.9 it is free to enter this Agreement and has the right, power and authority to perform its obligations and give the undertakings contained within the terms of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall and is not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal statusthird party rights which would prevent the exercise by Agency, privileges its affiliates or immunities are not fully respectedtheir clients, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during of the term of rights granted under this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.
Appears in 2 contracts
Sources: Agency Standard Terms and Conditions of Purchase, Agency Standard Terms and Conditions of Purchase
Warranties. The 8.1 Supplier represents and warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission that: (i) upon delivery of the Supplier that may develop under normal use of the supplied Goods to Iron Mountain, Iron Mountain will have full title guarantee free from all third party rights in the conditions prevailing Goods, (ii) the Goods will conform with their description (including all performance specifications established by Iron Mountain and/or set forth in Supplier’s product literature for the country of final destination. The Supplier warrants that all Goods supplied under this Contract are newor on the Purchase Order), unused, of the most recent or current models and that they incorporate all recent improvements in design (where relevant) such Goods have been designed and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will manufactured so as to conform to the specifications, drawings, samples, or other descriptions furnished or specified (iii) the Goods will be of satisfactory quality and fit for any purpose held out by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, made known to the Supplier shallby Iron Mountain, within the time period specified expressly or by implication, and in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of this respect Iron Mountain relies on the Supplier’s warranty. The Supplier further represents skill and warrants that: It has full title to judgment , (iv) where applicable, be free from defects in design, materials and workmanship and remain so for 12 months following acceptance unless otherwise set out in the GoodsAgreement, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement; It shall (v) comply with all applicable lawsstatutory and regulatory requirements relating to the manufacture, ordinanceslabelling, rules packaging, storage, handling and regulations when performing its obligations under this Agreement; In all circumstances it delivery of the Goods, (vi) Iron Mountain shall act in have the best interests right to inspect and test the Goods at any time before delivery, (vii) no part of IOM; No officialthe Goods or Services, employee or agent Iron Mountain’s use thereof, will breach or infringe any Intellectual Property Rights of IOM or any third party party, (viii) Supplier has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible right and authority to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for provide Iron Mountain with the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of or Services and its entering into this Agreement shall constitute not conflict with any contractual or other relationships to which Supplier is bound (ix) in the sole remuneration case of Services, the Services shall be performed with all due care and skill, (x) Services will at all times be performed in accordance with prevailing industry or professional standards by personnel that are familiar with Iron Mountain’s requirements and have appropriate skill, training, and background to perform such Services in a compliant manner and in accordance with prevailing commercial practices and standards in the industry for similar services, (xi) in addition, Supplier is responsible for obtaining and maintaining all necessary licenses, permits and other operating authorisations required to furnish the Goods or for the performance of Services, (xii) the Services will conform with all descriptions and specifications provided to Iron Mountain by the Supplier and with the Statement of Work, (xiii) the Services and Deliverables will be provided in connection accordance with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment all applicable legislation from time to time in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employeesforce, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier will inform Iron Mountain as soon as it becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included changes in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism that legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts.
Appears in 2 contracts
Sources: General Terms & Conditions, General Terms & Conditions