Supplier and Customer Sample Clauses

Supplier and Customer shall keep the other fully informed in writing of any notification or other information, whether received directly or indirectly, that might (i) affect the marketability, safety or effectiveness of any Drug Product, (ii) result in liability issues or otherwise necessitate action on the part of either Party or (iii) result in Recall or seizure of any Contracted Product or Drug Product.
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Supplier and Customer. SHALL NEGOTIATE IN GOOD FAITH A PRICE FOR ALL LINES ORDERED, UNDER THIS AGREEMENT, BY CUSTOMERS COLLECTIVELY BEYOND THE FIRST [Confidential Portion Omitted] LINES AS DESCRIBED IN CLAUSES C4.1.4.1
Supplier and Customer acknowledge that all Confidential Information shall be owned solely by the disclosing party and that the unauthorized disclosure or use of such confidential Information could cause irreparable harm and significant injury which may be difficult to ascertain. Accordingly, Supplier and Customer agree that the disclosing party shall have the right to seek an immediate injunction enjoining any breach of this Article.
Supplier and Customer acknowledge that Customer desires to increase demand for its products and the capacity of the Customer Facility to an amount in excess of [ * ] pounds of pasta product per Contract Year, and that Supplier intends to supply Product for such increased capacity. Customer acknowledges that Supplier may need substantial lead-time and capital investment to satisfy an increase in demand for Product because of such expansion. Customer will provide Supplier at least eighteen (18) months advance written notice of changes in volume requirements for Product exceeding [ * ] cwts. annually. Supplier shall use commercially reasonable efforts to satisfy such increased volume from the Kenosha Mill provided the parties are able to agree upon the price for such increased Product volume. If Supplier is unable to successfully produce the volume of Product (or Products) requested by Customer, Supplier shall promptly notify Customer in writing. Customer shall then have the right to develop an alternative source for such excess volume provided, as a condition to such right Customer will use commercially reasonable efforts to secure such requirements under a term that closely matches Supplier s estimate of when, if at all, Supplier will be able to produce these requirements. In any event, Customer agrees to purchase such requirements from Supplier as soon as commercially reasonable (and consistent with Customer's contractual obligations) after the date Supplier notifies Customer that Supplier has added such capacity. If Supplier is unable to satisfy Customer's additional volume requirements for semolina, such additional requirements shall be excluded from consideration in determining whether Customer has met its requirement to purchase [ * ] percent ([ * ]%) of its semolina needs from the Kenosha Mill.
Supplier and Customer shall negotiate in good faith a price for all lines Ordered, under this Agreement, by Customers collectively beyond the first [CONFIDENTIAL PORTION OMITTED] lines as described in clauses C4.1.4.1
Supplier and Customer shall each maintain reasonable insurance to cover itself and the other with respect to any activities that could possibly cause damage to the other. Liability re: Services

Related to Supplier and Customer

  • Suppliers and Customers (a) The Company has adequate sources of supply for its business as currently conducted and as proposed to be conducted. The Company has good relationships with all of its material sources of supply of goods and services and does not anticipate any material problem with any such material sources of supply.

  • Supplier A manufacturer, fabricator, distributor, supplier, or vendor of goods or equipment in connection with the Work, or any other party having a Contract or Purchase Order with the Contractor or with a Subcontractor to furnish materials or equipment to be incorporated in the Work by the Contractor or a Subcontractor.

  • Customer Focus Is dedicated to meeting the expectations and requirements of internal and external customers; gets first hand customer information and uses it for improvements in products and services; acts with customers in mind; establishes and maintains effective relationships with customers and gains their trust and respect Integrity and Trust Is widely trusted; is seen as a direct, truthful individual; can present the unvarnished truth in an appropriate and helpful manner; keeps confidences; admits mistakes; doesn’t misrepresent him/herself for personal gain. Drive For Results Can be counted on to exceed goals successfully; Is constantly and consistently one of the top performers; very bottom line oriented; steadfastly pushes self and others for results. Role Specific Competencies Managing diversity Manages all kinds and classes of people equitably; deals effectively with all races, nationalities, cultures, disabilities irrespective of age and gender; supports equal and fair treatment and opportunity for all Priority Setting Spends own time and the time of others on what is important; can quickly sense what will help or hinder when seeking to accomplish goals; eliminates roadblocks; creates focus Problem Solving Uses logic and established processes to solve difficult problems and achieve effective solutions; can see hidden problems; Is excellent at honest analysis; looks beyond the obvious ; doesn’t stop at the first answers KEY RELATIONSHIPS Within Southern DHB External to Southern DHB • AHS&T Professional Leaders (PLs) • Clients, patients, families, whanau and caregivers • Multidisciplinary colleagues working in interprofessional ways • Services from the community, funding bodies, student or intern clinical liaison staff • Operational manager • Primary care - GPs, other medical staff • AHST Professional Development Facilitator • Relevant professional organisations • Administration staff • Other service providers • Relevant external services/organisations/stakeholders PERSON SPECIFICATION: ESSENTIAL DESIRABLE Education and Qualifications (or equivalent level of learning) • The appointee must be New Zealand Registered, registered in the Vocational Scope and hold a current practising certificate. • The appointee will have a recognised qualification in the specific Allied Health discipline or overseas equivalent. • Possess a current NZ driver’s license • Proven competence, knowledge and skills in Mental Health with a strong knowledge of relevant and appropriate Mental Health assessments and interventions Experience Experience working in a health/hospital settings providing effective clinical assessments and treatments for clients. Experience working effectively both as an autonomous health professional and as part of an interdisciplinary team providing clinical care and treatment for patients referred to the service. (Inpatient and/or outpatient). Knowledge and Skills: Demonstrated ability to use sound clinical judgements in a wide range of situations. Demonstrated skills in documenting assessments and reports which are easily interpretable by other clinicians, services and clients. Effective communication skills both written and oral. Demonstrated commitment to clinical and professional development showing a pattern of continuous learning and updating of skills and knowledge. To receive supervision as per the supervision policy To comply with the core competencies for the NA registration. Assist in the support and mentoring of intern psychologists KEY RESULT AREAS: Key Accountabilities: Example of successful delivery of duties and responsibilities Clinical Practice Legislative requirements • Practise in accordance with relevant legislation, codes, policies etc. and upholds consumer rights • Uphold professional code of ethics • You adhere to professional and legislative standards of practice • You work according to the scope of your Annual Practising Certificate Assessments and interventions (if appropriate to profession) • Your interventions are realistic and based on best practice • Undertake accurate and comprehensive assessments and evaluations • Plan and implement appropriate interventions • Provide relevant education - including any relevant alternative options - in a format that can be clearly understood • Collaborate with patients-populations to set realistic, person-centred outcomes • You use standard measurement tools and equipment as set down by departmental or professional protocols Documentation • Maintain confidentiality of patient information and documentation • Adhere to Southern DHB’s documentation standards • Your documentation is timely, clear, concise and accurate Culturally Sensitive Practice • Practices in a culturally safe manner • You assist others to gain appropriate support and representation which reflects their cultural needs and preferences. Professional Responsibilities Working in a collegial manner • Contribute to the support and education of colleagues and students to enhance development of the profession • Participate in and contribute to the functioning of the interprofessional team • Establish and maintain an effective working relationship with other staff • You have formal and informal systems in place for supporting colleagues • You maintain supervision records for students • You participate as a team member to ensure the best outcomes for patients/ people Skill Sharing • Share skills (as appropriate) with other health professionals and unregulated (assistant) workforces to enhance person centred outcomes • You use recognised skill sharing processes such as Calderdale to delegate parts of your practice to other team members Evidence-based practice and research • Consistently refer to and relate practice to literature and research • Critique, discuss and disseminate evidence based best practice • Reflect on and evaluate the effectiveness of own practice • You implement evidence-based best practice procedures and guidelines • You updates your knowledge related to best practice guidelines and area of practice • You maintain a professional portfolio or participate in an approved CPD programme (as per professional requirements) Time management • Manage own time adopting a disciplined approach to establishing and following identified role-related priorities • Your tasks are scheduled and completed in a timely manner Professional development • Develop and maintain professional competency • Appraisal, peer review, observed practice or other professional audits as applicable • Develop both personally and professionally to meet the changing needs of your career and profession • You hold current registration where applicable or as required • You maintain an up-to-date professional development plan Other Duties Undertaking duties from time to time that may be in addition to those outlined above but which fall within your capabilities and experience. Act as a role model for the Southern DHB Organisational Values. • You respond positively to requests for assistance in own and other areas, demonstrating adaptability and willingness. • You produce work that complies with SDHB processes and reflects best practice. • Research undertaken is robust and well considered. • Live and support the DHB values in everything you do. Professional Development – self Identifying areas for personal and professional development. • Training and development goals are identified/agreed with your manager. • Performance objectives reviewed annually with your manager. • You actively seek feedback and accept constructive criticism. Health, Safety and Wellbeing Taking all practicable steps to ensure personal safety and the safety of others while at work, in accordance with the Southern DHB’s Health, Safety and Wellbeing policies, procedures and systems. • You understand and consistently meet your obligations under Southern DHB’s Health and Safety policy/procedures. • You actively encourage and challenge your peers to work in a safe manner. • Effort is made to strive for best practice in Health and Safety at all times. Treaty of Waitangi The principles of Te Tiriti o Waitangi, as articulated by the courts and the Waitangi Tribunal will guide the Southern DHB response to Māori health improvement and equity. These contemporary principles include: • Tino rangatiratanga: Providing for Māori self- determination and mana motuhake in the design, delivery and monitoring of health and disability services. • Equity: Being committed to achieving equitable health outcomes for Māori. • Active protection: Acting to the fullest extent practicable to achieve equitable health outcomes for Māori. This includes ensuring that the Crown, its agents and its Treaty partner under Te Tiriti are well informed on the extent, and nature, of both Māori health outcomes and efforts to achieve Māori health equity. • Options: Providing for and properly resourcing kaupapa Māori health and disability services. Furthermore, the Crown is obliged to ensure that all health and disability services are provided in a culturally appropriate way that recognises and supports the expression of hauora Māori models of care. • Partnership: Working in partnership with Māori in the governance, design, delivery and monitoring of health and disability services – Māori must be co-designers, with the Crown, of the primary health system for Māori. • You will be able to demonstrate an understanding of Te Tiriti o Waitangi, Māori Indigenous rights and current issues in relation to health and health equity ie: Whakamaua: Māori Health Action Plan 2020-2025. • You will contribute to responding to the DHBs Te Tiriti o Waitangi commitment to deliver effective and equitable healthcare with Māori patients and their whānau. • You will have the ability to incorporate Māori models of health, patient and whānau-centred models of care, and mātauranga Māori. • You will have insights into your own cultural awareness and an understanding of how your social-cultural influences inform biases that impact on your interactions with patients, whānau, and colleagues. • Recognising that there is an inherent power imbalance in-patient relationship and ensuring that this is not exacerbated by overlaying your own cultural values and practices on patients. Note: the above example measures are provided as a guide only. The precise performance measures for this position will require further discussion between the job holder and manager. CHANGES TO POSITION DESCRIPTION From time to time it may be necessary to consider changes to the position description in response to the changing nature of our work environment – including technological requirements or statutory changes. This Position Description may be reviewed as part of the preparation for your annual performance and development review. Acknowledged / Accepted: .............................................................................................................. ..................................................................... Employee Date .............................................................................................................. .....................................................................

  • Customer The agency or eligible user that purchases commodities or contractual services pursuant to the Contract.

  • Supplier Personnel The Customer and Supplier agree and acknowledge that in the event of the Supplier ceasing to provide the Services or part of them for any reason, Call Off Schedule 10 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel List.

  • Contact with Customers and Suppliers Until the Closing Date, the Buyer shall not, and shall cause its Affiliates and direct its other Representatives not to, contact or communicate with the employees, customers, suppliers, distributors or licensors of the Acquired Entities, or any other Persons having a business relationship with the Acquired Entities, concerning the transactions contemplated hereby or any of the foregoing relationships without the prior written consent of the Seller.

  • Customers and Suppliers Except as set forth in the Disclosure Memorandum with specific reference to this Section, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such audits.

  • Products and Services General Information The Vendor Agreement (“Agreement”) made and entered into by and between The Interlocal Purchasing System (hereinafter “TIPS”) a government cooperative purchasing program authorized by the Region 8 Education Service Center, having its principal place of business at 0000 XX Xxx 000 Xxxxx, Xxxxxxxxx, Xxxxx 00000 and the TIPS Vendor. This Agreement consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth shall control unless otherwise agreed by the parties in writing and by signature and date on the attachment. A Purchase Order (“PO”), Agreement or Contract is the TIPS Member’s approval providing the authority to proceed with the negotiated delivery order under the Agreement. Special terms and conditions as agreed between the Vendor and TIPS Member should be added as addendums to the Purchase Order, Agreement or Contract. Items such as certificate of insurance, bonding requirements, small or disadvantaged business goals are some, but not all, of the possible addendums.

  • Customers The names of your customers will remain your sole property and will not be used by us except for servicing or informational mailings and other correspondence in the normal course of business.

  • Third Party Products and Services Through its Product(s), Palo Alto Networks may make available to you third-party products or services (“third-party apps”) which contain features designed to interoperate with our Products. To use such features, you must either obtain access to such third-party apps from their respective providers or permit Palo Alto Networks to obtain access on your behalf. All third-party apps are optional and if you choose to utilize such third-party apps:

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