Common use of SELLER’S RESPONSIBILITIES Clause in Contracts

SELLER’S RESPONSIBILITIES. 3.1. The Seller shall comply with the pre-agreed Commissioning schedule. In the event of any changes to the Commissioning schedule, the Seller shall inform Purchaser about any such changes giving reasonable notice. 3.2. Not later than [◆] Days prior to the scheduled date for the test, the Parties shall agree upon an Independent Engineer, who shall witness the testing. Test Representatives shall ensure that the Engineer shall have complete access to information applicable to the conduct of the test. This information includes, but is not limited to, [proposed test procedure, the instrument calibration records for the test, observation of unit operation, data acquisition, and the test log - add other criteria depending on the type of installation/plant.] 3.3. The Seller shall carry out the tasks related to the Commissioning as set out in this test procedures and shall ensure that the Independent Engineer is present during Commissioning. The Parties shall agree upon, in writing, reasonable changes to the test procedure provided herein due to unforeseen circumstances. 3.4. The Seller shall ensure that the Independent Engineer shall have the full and unrestricted opportunity to examine the Plant and all machinery prior to, during, and after each test run. The Independent Engineer shall have the opportunity to conduct preliminary testing to determine the need for re-calibration, cleaning, or other adjustments for measuring instruments. 3.5. The Seller shall be responsible for directing operation of the Plant during performance testing, including supervision of operating and maintenance personnel in the operation of all equipment associated with the Plant. 3.6. The Seller shall nominate and notify to Purchaser a test director ("Test Director") to oversee all tests leading up to and including the testing. The Test Director shall ensure that each test is conducted in accordance with the relevant test procedure. The Test Director shall be present during all tests. The Independent Engineer should direct questions and concerns to the Test Director. 3.7. [The Test Director shall issue formal 30-day and 7-day test notifications to the Purchaser and to the Independent Engineer and shall keep the Purchaser and the Independent engineer informed of test activities and progress.] 3.8. [The Seller shall provide all calibrated test class instrumentation and certification.] 3.9. Immediately after each test run, the Seller shall collect all performance test data, obtain all required signatures and make copies for the Purchaser and the engineer. 3.10. The Seller shall submit to Purchaser and the Independent Engineer a letter providing preliminary corrected test results as per the Reports section of this test procedure. 3.11. The Seller shall prepare and submit to Purchaser and the Independent Engineer a detailed test report ("Test Report") providing final test results in accordance with this test procedure, which shall be countersigned and certified by the Independent Engineer if the engineer has concluded that the testing has been carried out in accordance with this Agreement and this Schedule [◆] and agrees with the Test Report and concurs with its conclusions. 3.12. The Seller shall calibrate all instruments and provide to Purchaser and the Independent Engineer [testing] instrument calibration certificates. 3.13. [The Seller is responsible for providing fuel and water and all other consumables necessary to carry out the test program. the Seller shall provide at its cost and expense reasonable accommodation and meals for Independent Engineer on Site so as to permit them to remain on Site during the continuation of all testing.] 3.14. [The Seller is responsible for providing all manufacturers generated correction curves to the Purchaser and to the Independent Engineer.]

SELLER’S RESPONSIBILITIES. 3.1. The Seller shall comply with the pre-agreed Commissioning schedule. In the event of any changes to the Commissioning schedule, the Seller shall inform Purchaser about any such changes giving reasonable notice. 3.2. Not later than [◆] Days prior to the scheduled date for the test, the Parties shall agree upon an Independent Engineer, who shall witness the testing. Test Representatives shall ensure that the Engineer shall have complete access to information applicable to the conduct of the test. This information includes, but is not limited to, [proposed test procedure, the instrument calibration records for the test, observation of unit operation, data acquisition, and the test log - add other criteria depending on the type of installation/plant.] 3.3. The Seller shall carry out the tasks related to the Commissioning as set out in this test procedures and shall ensure that the Independent Engineer is present during Commissioning. The Parties shall agree upon, in writing, reasonable changes to the test procedure provided herein due to unforeseen circumstances. 3.4. The Seller shall ensure that the Independent Engineer shall have the full and unrestricted opportunity to examine the Plant and all machinery prior to, during, and after each test run. The Independent Engineer shall have the opportunity to conduct preliminary testing to determine the need for re-calibration, cleaning, or other adjustments for measuring instruments. 3.5. The Seller shall be responsible for directing operation of the Plant during performance testing, including supervision of operating and maintenance personnel in the operation of all equipment associated with the Plant. 3.6. The Seller shall nominate and notify to Purchaser a test director ("Test Director") to oversee all tests leading up to and including the testing. The Test Director shall ensure that each test is conducted in accordance with the relevant test procedure. The Test Director shall be present during all tests. The Independent Engineer should direct questions and concerns to the Test Director. 3.7. [The Test Director shall issue formal 30-day and 7-day test notifications to the Purchaser and to the Independent Engineer and shall keep the Purchaser and the Independent engineer informed of test activities and progress.] 3.8. [The Seller shall provide all calibrated test class instrumentation and certification.] 3.9. Immediately after each test run, the Seller shall collect all performance test data, obtain all required signatures and make copies for the Purchaser and the engineer. 3.10. The Seller shall submit to Purchaser and the Independent Engineer a letter providing preliminary corrected test results as per the Reports section of this test procedure. 3.11. The Seller shall prepare and submit to Purchaser and the Independent Engineer a detailed test report ("Test Report") providing final test results in accordance with this test procedure, which shall be countersigned and certified by the Independent Engineer if the engineer has concluded that the testing has been carried out in accordance with this Agreement and this Schedule [◆] and agrees with the Test Report and concurs with its conclusions. 3.12. The Seller shall calibrate all instruments and provide to Purchaser and the Independent Engineer [testing] instrument calibration certificates. 3.13. [The Seller is responsible for providing fuel and water and all other consumables necessary to carry out the test program. the Seller shall provide at its cost and expense reasonable accommodation and meals for Independent Engineer on Site so as to permit them to remain on Site during the continuation of all testing.] 3.14. [The Seller is responsible for providing all manufacturers generated correction curves to the Purchaser and to the Independent Engineer.]

SELLER’S RESPONSIBILITIES. 3.1. The Seller shall comply with the pre-agreed Commissioning schedule. In the event of any changes to the Commissioning schedule, the Seller shall inform Purchaser about any such changes giving reasonable notice. 3.2. Not later than [◆•] Days prior to the scheduled date for the test, the Parties shall agree upon an Independent Engineer, who shall witness the testing. Test Representatives shall ensure that the Engineer shall have complete access to information applicable to the conduct of the test. This information includes, but is not limited to, [proposed test procedure, the instrument calibration records for the test, observation of unit operation, data acquisition, and the test log - add other criteria depending on the type of installation/plant.] 3.3. The Seller shall carry out the tasks related to the Commissioning as set out in this test procedures and shall ensure that the Independent Engineer is present during Commissioning. The Parties shall agree upon, in writing, reasonable changes to the test procedure provided herein due to unforeseen circumstances. 3.4. The Seller shall ensure that the Independent Engineer shall have the full and unrestricted opportunity to examine the Plant and all machinery prior to, during, and after each test run. The Independent Engineer shall have the opportunity to conduct preliminary testing to determine the need for re-calibration, cleaning, or other adjustments for measuring instruments. 3.5. The Seller shall be responsible for directing operation of the Plant during performance testing, including supervision of operating and maintenance personnel in the operation of all equipment associated with the Plant. 3.6. The Seller shall nominate and notify to Purchaser a test director ("Test Director") to oversee all tests leading up to and including the testing. The Test Director shall ensure that each test is conducted in accordance with the relevant test procedure. The Test Director shall be present during all tests. The Independent Engineer should direct questions and concerns to the Test Director. 3.7. [The Test Director shall issue formal 30-day and 7-day test notifications to the Purchaser and to the Independent Engineer and shall keep the Purchaser and the Independent engineer informed of test activities and progress.] 3.8. [The Seller shall provide all calibrated test class instrumentation and certification.] 3.9. Immediately after each test run, the Seller shall collect all performance test data, obtain all required signatures and make copies for the Purchaser and the engineer. 3.10. The Seller shall submit to Purchaser and the Independent Engineer a letter providing preliminary corrected test results as per the Reports section of this test procedure. 3.11. The Seller shall prepare and submit to Purchaser and the Independent Engineer a detailed test report ("Test Report") providing final test results in accordance with this test procedure, which shall be countersigned and certified by the Independent Engineer if the engineer has concluded that the testing has been carried out in accordance with this Agreement and this Schedule [◆•] and agrees with the Test Report and concurs with its conclusions. 3.12. The Seller shall calibrate all instruments and provide to Purchaser and the Independent Engineer [testing] instrument calibration certificates. 3.13. [The Seller is responsible for providing fuel and water and all other consumables necessary to carry out the test program. the Seller shall provide at its cost and expense reasonable accommodation and meals for Independent Engineer on Site so as to permit them to remain on Site during the continuation of all testing.] 3.14. [The Seller is responsible for providing all manufacturers generated correction curves to the Purchaser and to the Independent Engineer.]

SELLER’S RESPONSIBILITIES. 3.1. 4.1 The Seller shall at all times, and at its cost, observe the Laws and all Buyer health, safety, environmental, quality, security, equality and business policies, rules and regulations that apply to the supply of the Goods and/or Works and any other specific requirements that apply at the Buyer's Site or premises. 4.2 The Seller shall provide risk assessments, method statements, COSHH data sheets, BIM data and all other data required to provide the Goods and/or Works. 4.3 The Seller shall comply with all Key Performance Indicators (KPI’s) in relation to health, safety, environment and quality included in the pre-agreed Commissioning scheduleContract and / or the Schedules. 4.4 The Seller shall not unreasonably refuse any request by the Buyer to inspect, test and audit the performance record, management system, design and competences, the premises of the Seller or any third party before, during or after the Works are carried out; or in the case of Goods being supplied, their design, manufacture, processing or storage prior to despatch. In The Seller shall provide the event Buyer or any person to whom this right has been delegated by the Buyer with all facilities and records reasonably required for inspection, testing and auditing. For the avoidance of any changes to the Commissioning scheduledoubt, the Seller shall inform Purchaser about any such changes giving reasonable noticeundertake at its cost all tests necessary to demonstrate that the Goods and/or Works comply with the Contract. 3.2. Not later than [◆] Days prior to the scheduled date for the test4.5 If, as a result of inspection, testing or auditing, the Parties shall agree upon an Independent Engineer, who shall witness the testing. Test Representatives shall ensure Buyer is not satisfied that the Engineer shall have complete access to information applicable to Goods and/or Works will comply in all respects with the conduct of the test. This information includes, but is not limited to, [proposed test procedure, the instrument calibration records for the test, observation of unit operation, data acquisitionContract, and the Buyer so informs the Seller within seven (7) days of such inspection, testing or auditing, the Seller shall (at his own cost) take such steps as are necessary to ensure compliance. When any inspections and/or testing demonstrates to the reasonable satisfaction of the Buyer that the Goods, and/or Works comply in all respects with the Contract, the Seller shall provide to the Buyer evidence and/or certificates indicating the inspections and/or tests which have been performed in relation to the Goods, and/or Works and the results achieved. 4.6 Any inspection, test log - add or audit undertaken by the Buyer or on its behalf shall not signify acceptance of any Goods and/or Works provided by the Seller. 4.7 Without prejudice to any other criteria depending remedies which may exist, if any Goods are not supplied or do not comply with the terms and conditions of the Contract, then the Buyer shall be entitled: 4.7.1 to require the Seller to take action to replace, or at the Buyers discretion repair , within seven (7) days of receiving notice to such effect from the Buyer in writing (or such longer period as may be specified in such notice) and to agree with the Buyer a new date for completing the repair or replacement (as appropriate) as soon as possible; or 4.7.2 at the Buyer’s sole discretion, if it is not practicable for the Seller to comply with Clause 4.7.1 or if the Seller has failed so to do, to treat the Contract as repudiated by the Seller’s breach immediately following notice from the Buyer and require the repayment of any part of the Price which has been paid, together with any sums payable under Clause 8.3. 4.8 The Seller warrants to the Buyer that the Goods will: 4.8.1 Be of satisfactory quality and fit for any purpose held out by the Seller or made known to the Seller (expressly or by implication) on or before the date of the Purchase Order; 4.8.2 Be free from defects in design, materials and workmanship; 4.8.3 Correspond with the Specification and any sample previously provided; 4.8.4 Comply with all Laws, to include all statutory requirements and regulations relating to the sale of the Goods; 4.8.5 Comply with all relevant CE marking or equivalent; and 4.8.6 not infringe the rights of any third party. 4.9 The quantity, quality and description of the Goods shall be as specified on the type Purchase Order and/or the Specification. 4.10 The Seller shall comply with all Laws or any other legal requirements concerning the manufacture, packaging, packing and delivery of installation/plantthe Goods.] 3.3. 4.11 The Seller shall carry out and complete the tasks related Works using reasonable skill diligence, judgement and care, in compliance with industry best practice and in accordance with the requirements stated in this Contract. The Seller warrants and undertakes that it has sufficiently qualified and experienced personal and financial resources to undertake and perform the Works and that it is experienced in performing activities that are comparable in size, scope, complexity and purpose to the Commissioning as set out in this test procedures and Works. 4.12 The Seller shall ensure that be fully responsible for all aspects of the Independent Engineer is present during Commissioningdesign of the Works except where specifically excluded within the Specification. The Parties design provided by the Seller shall agree upon, in writing, reasonable changes to be fit for purpose as described within the test procedure provided herein due to unforeseen circumstancesContract. 3.4. 4.13 The Seller shall promptly notify the Buyer in writing if the Seller becomes aware of any ambiguity or error in the Specification or any respect in which the Works to be undertaken are unlikely to meet the Buyer’s requirements. 4.14 The Seller shall ensure that where the Independent Engineer shall have the full and unrestricted opportunity to examine the Plant and all machinery prior to, during, and after each test run. The Independent Engineer shall have the opportunity to conduct preliminary testing to determine the need for re-calibration, cleaning, or other adjustments for measuring instruments. 3.5. The Seller shall be responsible for directing operation of the Plant during performance testing, including supervision of operating and maintenance personnel in the operation of all equipment associated Works integrate with the Plant. 3.6activities of any other suppliers or sub-contractors, full co- operation is maintained as far as reasonably practical. The In the event that the Buyer should incur any additional expense as a result of failure by the Seller shall nominate and notify to Purchaser a test director ("Test Director") to oversee all tests leading up to and including fully integrate the testing. The Test Director shall ensure that each test is conducted in accordance Works with the relevant test procedure. The Test Director shall be present during all tests. The Independent Engineer should direct questions and concerns to the Test Director. 3.7. [The Test Director shall issue formal 30activities of any other suppliers or sub-day and 7-day test notifications to the Purchaser and to the Independent Engineer and shall keep the Purchaser and the Independent engineer informed of test activities and progress.] 3.8. [The Seller shall provide all calibrated test class instrumentation and certification.] 3.9. Immediately after each test runcontractors, the Seller shall collect all performance test data, obtain all required signatures and make copies be liable for the Purchaser and the engineerany additional substantiated costs they may thereby incur. 3.10. 4.15 The Seller shall submit to Purchaser give all notices legally required and pay all fees legally payable in connection with the Independent Engineer a letter providing preliminary corrected test results as per the Reports section of this test procedureWorks. 3.11. 4.16 The Seller shall prepare promptly notify the Buyer of:- 4.16.1 any requirement for obtaining consents for the Works and submit for complying with all such consents; and 4.16.2 any claim or circumstances which are likely to Purchaser and lead to a claim for the Independent Engineer a detailed test report ("Test Report") providing final test results payment of any sum in excess of the Price. Failure to notify in accordance with this test procedureClause 4.16 shall result in the Seller being deemed to have waived any such claim. 4.17 The Seller warrants to the Buyer that all materials, which shall plant or equipment installed as part of the Works shall:- 4.17.1 be countersigned of satisfactory quality and certified fit for any purpose held out by the Independent Engineer if Seller or made known to the engineer has concluded that Seller (expressly or by implication) on or before the testing has been carried out time the Purchase Order is placed; 4.17.2 be free from defects in design, materials and workmanship; 4.17.3 corresponds with the Specification or any sample previously provided; 4.17.4 comply with all Laws relating to the Works including CE marking where applicable; and 4.17.5 not infringe the rights of third parties. 4.18 On the receipt or giving of a notice to terminate in accordance with this Agreement and this Schedule [◆] and agrees with Clause 11 or the Test Report and concurs with its conclusions. 3.12. The Seller shall calibrate all instruments and provide date of appointment of a successor to Purchaser and the Independent Engineer [testing] instrument calibration certificates. 3.13. [The Seller is responsible for providing fuel and water and all other consumables necessary to carry out the test program. Seller, the Seller shall provide at its cost and expense without making a charge: 4.18.1 use all reasonable accommodation and meals for Independent Engineer on Site so as efforts to permit them to remain on Site during facilitate from the continuation date of all testing.] 3.14. [The Seller is responsible for providing all manufacturers generated correction curves termination the transfer of the provision of the Works to the Purchaser and Seller’s successor or at the Buyer’s option to the Independent EngineerBuyer itself; 4.18.2 provide the Seller’s successor and the Buyer with reasonable access to all relevant information, data and records and comply with all reasonable requests made by the successor and the Buyer in connection with preparing for taking over the provision of the Works; and 4.18.3 provide to the Buyer a copy of any software developed by the Seller in connection with the Works.]

SELLER’S RESPONSIBILITIES. 3.1. 4.1 The Seller shall at all times, and at its cost, comply with the Law and all Buyer health, safety, environmental, quality, sustainability, employment, security, equality and business policies, rules and regulations that apply to the supply of the Goods and/or Works and additionally, any other specific requirements that apply at the Buyer's Site or premises. 4.2 The Seller shall provide risk assessments, method statements, COSHH data sheets, BIM data and all other data required to provide the Goods and/or Works. 4.3 The Seller shall comply with all Key Performance Indicators, including those related to health, safety, environment and quality, included in the pre-agreed Commissioning scheduleContract, if any. 4.4 The Seller shall not unreasonably refuse any request by the Buyer to inspect, test and audit the performance record, management system, design and competences, the premises of the Seller or any third party before, during or after the Works are carried out; or in the case of Goods being supplied, their design, manufacture, processing or storage prior to despatch. In The Seller shall provide the event Buyer or any person to whom this right has been delegated by the Buyer with all facilities and records reasonably required for inspection, testing and auditing. For the avoidance of any changes to the Commissioning scheduledoubt, the Seller shall inform Purchaser about any such changes giving reasonable noticeundertake at its cost all tests necessary to demonstrate that the Goods and/or Works comply with the Contract. 3.24.5 If, as a result of inspection, testing or auditing, the Buyer is not satisfied that the Goods and/or Works will comply in all respects with the Contract and so notifies the Seller, the Seller shall (at it’s own cost) take such steps as are necessary to ensure compliance. Not later than [◆] Days prior When any inspections and/or testing demonstrates to the scheduled date for reasonable satisfaction of the testBuyer that the Goods, and/or Works comply in all respects with the Contract, the Parties Seller shall agree upon an Independent Engineer, who shall witness the testing. Test Representatives shall ensure that the Engineer shall have complete access to information applicable provide to the conduct of Buyer evidence and/or certificates indicating the test. This information includes, but is not limited to, [proposed test procedure, inspections and/or tests which have been performed in relation to the instrument calibration records for the test, observation of unit operation, data acquisition, Goods and/or Works and the results achieved. 4.6 Any inspection, test log - add other criteria depending or audit undertaken by the Buyer or on its behalf shall not signify acceptance of any Goods and/or Works provided by the type of installation/plantSeller.] 3.3. 4.7 The Seller shall carry out promptly notify the tasks related Buyer of any claim or circumstances which are likely to lead to a claim for the Commissioning payment of any sum in excess of the Price. Failure to notify in accordance with this clause 4.7 shall result in the Seller being deemed to have waived any such claim 4.8 The Seller shall at all times treat all Buyer information as set out in this test procedures confidential and shall ensure that not disclose any such information to any person without the Independent Engineer prior written consent of the Buyer. 4.9 Except with the prior written consent of the Buyer, the Seller shall not make any press announcements or publicise the Contract or its contents in any way. 4.10 The Seller shall promptly notify the Buyer if they become aware of any ambiguity or error in the Contract or Specification or in any other respect in which the Goods and/or the Works are unlikely to meet the Buyer’s requirements. 4.11 The Buyer shall only take instruction from the Seller’s representative named in the Purchase Order. If no representative is present during Commissioning. The Parties named, the Seller shall agree uponrequest, in writing, reasonable changes the Buyer to confirm the test procedure provided herein due to unforeseen circumstancesname of it’s representative. 3.4. The Seller shall ensure that the Independent Engineer shall have the full and unrestricted opportunity to examine the Plant and all machinery prior to, during, and after each test run. The Independent Engineer shall have the opportunity to conduct preliminary testing to determine the need for re-calibration, cleaning, or other adjustments for measuring instruments. 3.5. The Seller shall be responsible for directing operation of the Plant during performance testing, including supervision of operating and maintenance personnel 4.12 Unless stated otherwise in the operation of all equipment associated with the Plant. 3.6. The Seller shall nominate and notify to Purchaser a test director ("Test Director") to oversee all tests leading up to and including the testing. The Test Director shall ensure that each test is conducted in accordance with the relevant test procedure. The Test Director shall be present during all tests. The Independent Engineer should direct questions and concerns to the Test Director. 3.7. [The Test Director shall issue formal 30-day and 7-day test notifications to the Purchaser and to the Independent Engineer and shall keep the Purchaser and the Independent engineer informed of test activities and progress.] 3.8. [The Seller shall provide all calibrated test class instrumentation and certification.] 3.9. Immediately after each test runPurchase Order, the Seller shall collect give all performance test data, obtain notices legally required and pay all required signatures and make copies for fees legally payable in connection with the Purchaser and the engineerWorks. 3.10. 4.13 The Seller shall submit to Purchaser and the Independent Engineer a letter providing preliminary corrected test results as per the Reports section of this test procedure. 3.11. The Seller shall prepare and submit to Purchaser and the Independent Engineer a detailed test report ("Test Report") providing final test results in accordance with this test procedure, which shall be countersigned and certified by the Independent Engineer if the engineer has concluded that the testing has been carried out in accordance with this Agreement and this Schedule [◆] and agrees co-operate with the Test Report and concurs with its conclusionsBuyers other suppliers or sub- contractors to minimize the impact of the Works on their activities. 3.12. The Seller shall calibrate all instruments and provide to Purchaser and the Independent Engineer [testing] instrument calibration certificates. 3.13. [The Seller is responsible for providing fuel and water and all other consumables necessary to carry out the test program. the Seller shall provide at its cost and expense reasonable accommodation and meals for Independent Engineer on Site so as to permit them to remain on Site during the continuation of all testing.] 3.14. [The Seller is responsible for providing all manufacturers generated correction curves to the Purchaser and to the Independent Engineer.]