Common use of Quality and Description Clause in Contracts

Quality and Description. Without prejudice to Company's statutory and other rights, the Goods shall: (a) comply as to quantity, quality and description with the particulars stated in the Order; (b) be free from defects in design, materials and workmanship; (c) be new, unused and in accordance with and of equal quality to samples, patterns, drawings or Specifications provided by Company or Supplier in connection with the Contract. In the event of any conflict those provided by Company shall prevail; (d) be capable of any standard of performance specified by Company in the Order and shall comply in all respects with any Specification; (e) be of satisfactory quality and suitable for the purpose for which they are intended or are required and which may be either expressly or impliedly indicated in the Order or otherwise known to Supplier on or before the placing of the Order; (f) comply with any legal requirements and other government regulations as well as the requirements of safety and quality standards applied in the branch, all of which as prevalent at the time of delivery. Article 11. Inspection 11.1. Before shipment of any Goods or on completion of the works or services under the Contract, Supplier shall carefully inspect and test such Goods for compliance with the Contract (in particular with the requirements of Article 10) and in accordance with any inspection or testing procedures laid down in the Contract. Supplier shall at the request of Company supply to Company a certified copy of the test results. 11.2. Without prejudice to the foregoing, Company, or its designated person or agent, shall be entitled, during the reasonable time and upon Supplier’s prior written consent, at its own expense to inspect, check and/or test the Goods during the manufacturing process, in storage and during or after delivery to Company for which purpose Supplier shall procure the provision of all such facilities as may be reasonably required by Company. 11.3. Supplier shall give access for this purpose to the places where the Goods are produced or stored, and shall give assistance to the inspections, checks and/or tests required, and shall provide the necessary documents and information at its expense. 11.4. Supplier shall notify Company well in advance of the time at which the inspection, check and/or test can take place and Supplier is authorised to attend the inspection, check and/or test. 11.5. If as a result of inspection or testing Company is not satisfied that the Goods will comply in all respects with the Contract and Company so informs Supplier, in writing, within 7 (seven) days after such inspection or testing, Supplier shall take – upon first request and at Company’s option – such steps as are necessary to ensure compliance, unless Company prefers to rescind the agreement in accordance with the provisions of Article 23. 11.6. If the Goods are rejected during or after delivery, title and risk of the Goods rejected shall be transferred to Supplier from the date of the notification referred to in paragraph 6 of this Article. 11.7. If the inspection, check and/or test report is mad by an independent third party which mutually designated by both parties, the result of the inspection, check and/or test shall be binding on the parties. The same applies to re-inspection, re-check and/or re-test. 11.8. Company's attendance at or carrying out any test or inspection of the Goods shall not be deemed to be acceptance of the Goods or that they comply with the Contract. Article 12.

Quality and Description. Without prejudice to Company's statutory and other rights, It is a condition of any Contract that the Goods shall: (a) comply conform as to quantity, quality and description with the particulars stated in the Purchase Order, Documents or Artwork and, in respect of any colour management solutions, such solutions shall comply with and maintain ISO 12647-2 or any other colour management standard prescribed by Company; comply with all statutory requirements and all applicable regulations relating to the Goods; (save where otherwise stated in the Purchase Order) be of the highest quality of materials and workmanship and of satisfactory quality and free from all defects; conform to the Documentation referred to in the Purchase Order; (b) be free from defects in design, materials and workmanship; (c) be new, unused and in accordance with and of equal quality to samples, patterns, drawings or Specifications provided by Company or Supplier in connection with the Contract. In the event of any conflict those provided by Company shall prevail; (d) be capable of any the standard of performance specified in the Purchase Order; conform with any sample provided by Company in to the Order Supplier; be and shall comply in all respects with remain free from liens and encumbrances of any Specificationkind; (e) be of satisfactory quality and suitable fit for the any purpose for which they are intended supplied pursuant to the Purchase Order and any purpose held out by the Supplier; and be of the quality, volume, weight or length specified in the Purchase Order. be delivered and installed at Company’s Client location at Suppliers Cost. It is a condition of any Contract that the Services shall be performed: in accordance with the specifications or standards of performance set out or referred to in the Purchase Order; to conform with all statutory requirements and all applicable regulations relating to the Services; in accordance with Good Industry Practice; and by suitably qualified and competent personnel who shall exercise all due skill and care and all due diligence in the execution thereof and that suitably qualified personnel are available from the Supplier for a reasonable period of time following delivery of the Services. It is a condition of this Agreement and/or any Contract (as applicable) that the Supplier shall: not accept an order request from Company without being provided with a Purchase Order number; it has and shall continue to have for the duration of this Agreement and for such time after the expiry or termination of this Agreement as is necessary for the proper performance of its obligations under this Agreement, full capacity and authority and all necessary governmental, administrative and regulatory authorisations, licences, permits and consents to enter into and to perform this Agreement and to supply the Goods and/or Services and the Supplier undertakes to inform Company forthwith if any are withdrawn, limited or restricted in any way or are not renewed for any reason whether or not such withdrawal, limitation, restriction or non-renewal is a result of the fault or negligence of the Supplier. comply with its obligations in accordance with all applicable laws; promptly provide to Company all information, materials, ancillary services reasonably required in relation to the Goods and/or Services; provide to Company such access to personnel and/or premises as is reasonably required in relation to the Goods and/or Services; maintain adequate procedures in accordance with Good Industry Practice to maintain the security of data in relation to this Agreement and/or any Contract; maintain adequate business continuity and disaster recovery procedures in accordance with Good Industry Practice; ensure that any employees or agents of the Supplier, who are required to enter any Company premises or its Client’s premises, comply with the security and health and safety regulations and other policies in force at such premises from time to time and obey the reasonable instructions of Company or its Client while on such premises; ensure that spare and/or replacement parts with respect to the Goods shall be available from the Supplier for a reasonable period of time following delivery of the Goods; and ensure that any unit prices for the Goods and/or Services do not exceed the unit prices charged by the Supplier to other customers for similar quantities and delivery requirements. The Goods and/or Services shall not contain anything, and nothing shall be inserted or entered into the Goods and/or Services or any other systems of Company or any Client, including, without prejudice to the generality of the foregoing, any computer program code, computer virus, computer worm, Trojan horse, authorisation key, licence control utility or software lock, of which the Supplier is aware and which may be either expressly is intended by any person to, or impliedly indicated is likely to: impair the operation of the Goods and/or Services or any computer systems or programs in the Order possession of Company or otherwise known any Client; or cause loss of, or corruption or damage to, any program or data held on the Goods and/or Services or any other computer systems or programs in the possession of Company or any Client; or Damage the reputation of Company. With respect to the Goods, Company has the right to inspect and/or test the Goods at any time prior to delivery or after the delivery and Supplier on agrees to provide Company with reasonable assistance to facilitate any such inspection and/or testing as required by Company or before its Client. If the placing results of any inspection and/or testing cause Company to be of the Order; (f) comply with any legal requirements and other government regulations as well as opinion that the requirements of safety and quality standards applied in the branch, all of which as prevalent at the time of delivery. Article 11. Inspection 11.1. Before shipment of any Goods or on completion of the works or services under the Contract, Supplier shall carefully inspect and test such Goods for compliance do not conform with the Contract (in particular with the requirements of Article 10) and in accordance with notwithstanding any inspection other rights it may have at law or testing procedures laid down in pursuant to the Contract. ), Company shall inform the Supplier and the Supplier shall at its own cost immediately take any action as is necessary to ensure conformity. If the request of Supplier fails to take any action reasonably requested by Company, without prejudice to any other rights that Company supply to may have, Company may treat such failure as a certified copy repudiatory breach of the test results. 11.2. Without prejudice to Contract by the foregoing, Company, or its designated person or agent, shall be entitled, during the reasonable time and upon Supplier’s prior written consent, at its own expense to inspect, check and/or test the Goods during the manufacturing process, in storage and during or after delivery to Company for which purpose Supplier shall procure the provision of all such facilities as may be reasonably required by Company. 11.3. Supplier shall give access for this purpose to the places where the Goods are produced or stored, and shall give assistance have the right to terminate it forthwith. All representations, statements or warranties made or given by the inspectionsSupplier, checks and/or tests required, its servants and shall provide the necessary documents and information at its expense. 11.4. Supplier shall notify Company well in advance of the time at which the inspection, check and/or test can take place and Supplier is authorised to attend the inspection, check and/or test. 11.5. If as a result of inspection or testing Company is not satisfied that the Goods will comply in all respects with the Contract and Company so informs Supplieragents (whether orally, in writing, within 7 (sevenor in any of the Supplier’s brochures catalogues and advertisements) days after such inspection or testing, Supplier shall take – upon first request regarding the quality and at Company’s option – such steps as are necessary to ensure compliance, unless Company prefers to rescind the agreement in accordance with the provisions of Article 23. 11.6. If the Goods are rejected during or after delivery, title and risk fitness for purpose of the Goods rejected shall be transferred to Supplier from and/or the date standard of performance and quality of the notification referred to in paragraph 6 of this Article. 11.7. If the inspection, check and/or test report is mad by an independent third party which mutually designated by both parties, the result of the inspection, check and/or test Services shall be binding on the parties. The same applies to re-inspection, re-check and/or re-test. 11.8. Company's attendance at or carrying out any test or inspection of the Goods shall not be deemed to be acceptance an express condition of the Goods or that they comply with the Contract. Article 12.