Common use of Ordered Goods Clause in Contracts

Ordered Goods. The CONTRACTOR shall not replace any parts or components of the Ordered Goods used for the provision of the Ordered IT Products with parts or components that are of lower quality or which are unsuitable for use in their designed purpose either by a CUSTOMER or a replacement service provider, prior to the expiry or termination (howsoever arising) of this Contract. Where there is fault in any Ordered Goods which cannot be repaired, the CONTRACTOR shall ensure and procure that any data (including CUSTOMER Data) residing in any Ordered Goods is removed prior to such Ordered Goods being returned to any manufacturer or other third party for disposal. The CONTRACTOR hereby grants the CUSTOMER, its agents and employees an irrevocable licence at any time (but where practicable on reasonable notice and in normal working hours) to enter any CONTRACTOR premises where any Ordered Goods owned by the CUSTOMER are kept to inspect or remove them. The CONTRACTOR shall store such Ordered Goods separately from all other goods of the CONTRACTOR or any third party and in such a way that they remain readily identifiable as the CUSTOMER’s property. The CONTRACTOR shall ensure and procure that it obtains equivalent rights of inspection and removal where any Ordered Goods owned by the CUSTOMER are kept at third party (including any Sub-Contractor) premises and that such Ordered Goods are kept separately from all other goods of that third party (including any Sub-Contractor) and in such a way that they remain readily identifiable as the CUSTOMER’s property. If the CUSTOMER determines in its sole discretion that any of the termination events specified in Clause 10 (including the Termination Events) have occurred or are likely to occur, the CUSTOMER may, either itself or via its agent, enter any premises of the CONTRACTOR or any third party (including any Sub-Contractor) where Ordered Goods owned by the CUSTOMER are kept to remove such Ordered Goods. Due Diligence The CONTRACTOR acknowledges that it has: made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the CUSTOMER; raised all relevant due diligence questions with the CUSTOMER before the Effective Date; and entered into this Contract in reliance on its own due diligence alone. The CONTRACTOR acknowledges that it has inspected the Operating Environment and has advised the CUSTOMER of any aspect of the Operating Environment that is not suitable for the provision of the Ordered IT Products and that the specified actions to remedy the unsuitable aspects of the Operating Environment, together with a timetable for and the costs of those actions, have been specified in the relevant parts of this Contract. If the CONTRACTOR has either failed to inspect the Operating Environment or failed to notify the CUSTOMER of any required remedial actions in accordance with Clause 2.10 then the CONTRACTOR shall not be entitled to recover any additional costs or charges from the CUSTOMER relating to any unsuitable aspects of the Operating Environment except in respect of any latent structural defect in the CUSTOMER Premises. The onus shall be on the CONTRACTOR to prove to the CUSTOMER that any work to the CUSTOMER Premises is required in respect of a latent structural defect and that the additional costs or charges are reasonable and necessary. The CONTRACTOR shall not incur such additional costs or charges without obtaining the CUSTOMER’s prior written consent. Any disputes relating to due diligence shall be resolved in accordance with Clause 21.

Ordered Goods. The CONTRACTOR shall not replace any parts or components of the Ordered Goods used for the provision of the Ordered IT Products with parts or components that are of lower quality or which are unsuitable for use in their designed purpose either by a CUSTOMER or a replacement service provider, prior to the expiry or termination (howsoever arising) of this Contract. Where there is fault in any Ordered Goods which cannot be repaired, the CONTRACTOR shall ensure and procure that any data (including CUSTOMER Data) residing in any Ordered Goods is removed prior to such Ordered Goods being returned to any manufacturer or other third party for disposal. The CONTRACTOR hereby grants the CUSTOMER, its agents and employees an irrevocable licence at any time (but where practicable on reasonable notice and in normal working hours) to enter any CONTRACTOR premises where any Ordered Goods owned by the CUSTOMER are kept to inspect or remove them. The CONTRACTOR shall store such Ordered Goods separately from all other goods of the CONTRACTOR or any third party and in such a way that they remain readily identifiable as the CUSTOMER’s property. The CONTRACTOR shall ensure and procure that it obtains equivalent rights of inspection and removal where any Ordered Goods owned by the CUSTOMER are kept at third party (including any Sub-Contractor) premises and that such Ordered Goods are kept separately from all other goods of that third party (including any Sub-Contractor) and in such a way that they remain readily identifiable as the CUSTOMER’s property. If the CUSTOMER determines in its sole discretion that any of the termination events specified in Clause 10 (including the Termination Events) have occurred or are likely to occur, the CUSTOMER may, either itself or via its agent, enter any premises of the CONTRACTOR or any third party (including any Sub-Contractor) where Ordered Goods owned by the CUSTOMER are kept to remove such Ordered Goods. Due Diligence The CONTRACTOR acknowledges that it has: made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the CUSTOMER; raised all relevant due diligence questions with the CUSTOMER before the Effective Date; and entered into this Contract in reliance on its own due diligence alone. The CONTRACTOR acknowledges that it has inspected the Operating Environment and has advised the CUSTOMER of any aspect of the Operating Environment that is not suitable for the provision of the Ordered IT Products and that the specified actions to remedy the unsuitable aspects of the Operating Environment, together with a timetable for and the costs of those actions, have been specified in the relevant parts of this Contract. If the CONTRACTOR has either failed to inspect the Operating Environment or failed to notify the CUSTOMER of any required remedial actions in accordance with Clause 2.10 then the CONTRACTOR shall not be entitled to recover any additional costs or charges from the CUSTOMER relating to any unsuitable aspects of the Operating Environment except in respect of any latent structural defect in the CUSTOMER Premises. The onus shall be on the CONTRACTOR to prove to the CUSTOMER that any work to the CUSTOMER Premises is required in respect of a latent structural defect and that the additional costs or charges are reasonable and necessary. The CONTRACTOR shall not incur such additional costs or charges without obtaining the CUSTOMER’s prior written consent. Any disputes relating to due diligence shall be resolved in accordance with Clause 21.

Ordered Goods. The CONTRACTOR shall not replace any parts or components of the Ordered Goods used for the provision of the Ordered IT Products with parts or components that are of lower quality or which are unsuitable for use in their designed purpose either by a CUSTOMER or a replacement service provider, prior to the expiry or termination (howsoever arising) of this Contract. Where there is fault in any Ordered Goods which cannot be repaired, the CONTRACTOR shall ensure and procure that any data (including CUSTOMER Data) residing in any Ordered Goods is removed prior to such Ordered Goods being returned to any manufacturer or other third party for disposal. The CONTRACTOR hereby grants the CUSTOMER, its agents and employees an irrevocable licence at any time (but where practicable on reasonable notice and in normal working hours) to enter any CONTRACTOR premises where any Ordered Goods owned by the CUSTOMER are kept to inspect or remove them. The CONTRACTOR shall store such Ordered Goods separately from all other goods of the CONTRACTOR or any third party and in such a way that they remain readily identifiable as the CUSTOMER’s property. The CONTRACTOR shall ensure and procure that it obtains equivalent rights of inspection and removal where any Ordered Goods owned by the CUSTOMER are kept at third party (including any Sub-Contractor) premises and that such Ordered Goods are kept separately from all other goods of that third party (including any Sub-Contractor) and in such a way that they remain readily identifiable as the CUSTOMER’s property. If the CUSTOMER determines in its sole discretion that any of the termination events specified in Clause 10 2 (including the Termination Events) have occurred or are likely to occur, the CUSTOMER may, either itself or via its agent, enter any premises of the CONTRACTOR or any third party (including any Sub-Contractor) where Ordered Goods owned by the CUSTOMER are kept to remove such Ordered Goods. Due Diligence The CONTRACTOR acknowledges that it has: made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the CUSTOMER; raised all relevant due diligence questions with the CUSTOMER before the Effective Date; and entered into this Contract in reliance on its own due diligence alone. The CONTRACTOR acknowledges that it has inspected the Operating Environment and has advised the CUSTOMER of any aspect of the Operating Environment that is not suitable for the provision of the Ordered IT Products and that the specified actions to remedy the unsuitable aspects of the Operating Environment, together with a timetable for and the costs of those actions, have been specified in the relevant parts of this Contract. If the CONTRACTOR has either failed to inspect the Operating Environment or failed to notify the CUSTOMER of any required remedial actions in accordance with Clause 2.10 1.17 then the CONTRACTOR shall not be entitled to recover any additional costs or charges from the CUSTOMER relating to any unsuitable aspects of the Operating Environment except in respect of any latent structural defect in the CUSTOMER Premises. The onus shall be on the CONTRACTOR to prove to the CUSTOMER that any work to the CUSTOMER Premises is required in respect of a latent structural defect and that the additional costs or charges are reasonable and necessary. The CONTRACTOR shall not incur such additional costs or charges without obtaining the CUSTOMER’s prior written consent. Any disputes relating to due diligence shall be resolved in accordance with Clause 213.82.