Common use of Provision of Works Clause in Contracts

Provision of Works. On receipt of a Purchase Order from the Customer: (a) the Supplier warrants that it shall provide the Services: (i) promptly (and in any event in accordance with the provisions of clause 6 and the Purchase Order) and with all due skill, care and diligence and in accordance with generally recognised commercial practices and standards in the Supplier's industry, trade or profession; (ii) in accordance with that Purchase Order, the Specification and any drawings, descriptions or samples provided by the Supplier; (iii) using only appropriately experienced, qualified and trained personnel; and (iv) in compliance with all laws and regulations applicable from time to time in the UK to the Services and the Deliverables and their use; and (b) the Supplier shall ensure that the Deliverables and all goods, materials, standards & techniques used in providing the Services are of satisfactory quality and free from defects in workmanship, installation and design; and (c) the Supplier warrants that all and any Goods delivered shall be: (i) of satisfactory quality and free from defects in material, design or workmanship; (ii) fit for the purpose for which the Goods are reasonably required. If the Supplier has any doubts as to the purpose for which the Customer requires the Goods, it must seek clarification from the Customer; (iii) free of any third party lien, claim, title or interest; and (iv) the sole property of the Supplier and that the Supplier has full and unrestricted right and authority to supply to the Customer under the terms of this Agreement. The Customer's rights are in addition to the statutory conditions implied in favour of the Customer by the Sale of Goods ▇▇▇ ▇▇▇▇ and the Supply of Goods and Services ▇▇▇ ▇▇▇▇ and any other applicable statute in force from time to time. Except where otherwise agreed in writing by the parties, the Supplier shall provide all personal protective equipment, tools and other equipment and facilities necessary for the performance of the Services ("Supplier Equipment") and shall provide all operating and support services necessary for carrying out the Services. Save as otherwise expressly specified in the Purchase Order the Supplier warrants that the Goods and Services shall be new, and that each item and any component parts comprising the Goods and Services shall be new. Where the parties have agreed in the Purchase Order that the Supplier shall supply reconditioned Goods and Services, the Supplier warrants that such Goods and Services and their component parts shall perform as if they were new and in accordance with the terms of this Agreement unless otherwise expressly agreed in writing. Where any appropriate International Standards or British Standard Specification or British Standard Code of Practice issued by the British Standards Institute is current at the date of the relevant Purchase Order, all the Goods and Services shall, unless otherwise agreed, be provided in accordance with the appropriate standards. Without prejudice to the generality of the foregoing, the Supplier must be able to demonstrate that it (a) holds, or is actively working towards, ISO 14001 accreditation, and/or (b) has in place internal initiatives that actively seek to materially improve environmental performance. The Supplier shall comply, and shall ensure that its sub-contractors comply, with the Customer’s Supplier Code of Conduct (as amended from time to time by the Customer) which is available from the FirstGroup plc website (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). The Supplier warrants that it will only make substitutions of all or any part of the Goods and Services by prior written agreement with the Customer. The Supplier further warrants that if it substitutes equivalent services or goods for those Goods and Services listed in Schedule 2 (Specification), such substitution shall be of the same or better quality as the Services or Goods and shall be supplied at a price not exceeding the price of the Services or Goods and shall be deemed to be Services or Goods, as appropriate, for the purposes of the Agreement (and any Purchase Order made under it). The Supplier represents and warrants and it is a condition that all of its obligations hereunder shall be performed in compliance with all applicable laws, enactments, orders, regulations, standards and other similar instruments, and that it will obtain (or ensure that there have been obtained) all licences, consents and permits required to comply, and required for the Goods and Services to comply, with such laws, enactments, regulations, standards or other similar instruments. The Supplier shall actively seek to identify and implement with the prior agreement of the Customer cost saving initiatives in respect of the Goods and Services or any related contract assigned to the Supplier. The Supplier shall detail to the Customer the nature of such savings and the effect that this will have on the cost of the Goods and Services, and if so agreed by the Customer, then the Supplier shall give the benefit of any such savings to the Customer by way of a corresponding reduction in the prices payable by the Customer for the Goods and Services or if otherwise agreed in writing between them, such savings shall be shared between them. Such savings shall include, but not be limited to, any productivity improvements or reduced labour or materials costs in all relevant supply chains. The provisions of this clause 1 shall survive any performance, acceptance or payment pursuant to this Agreement and shall extend to any substituted or remedial services provided by the Supplier.

Provision of Works. 5.1 On receipt of a Purchase Order from the Customer: (a) the Supplier warrants that it shall provide the Services: (i) promptly (and in any event in accordance with the provisions of clause 6 and the Purchase Order) and with all due skill, care and diligence and in accordance with generally recognised commercial practices and standards in the Supplier's industry, trade or profession; (ii) in accordance with that Purchase Order, the Specification and any drawings, descriptions or samples provided by the Supplier; (iii) using only appropriately experienced, qualified and trained personnel; and (iv) in compliance with all laws and regulations applicable from time to time in the UK to the Services and the Deliverables and their use; and (b) the Supplier shall ensure that the Deliverables and all goods, materials, standards & techniques used in providing the Services are of satisfactory quality and free from defects in workmanship, installation and design; and (c) the Supplier warrants that all and any Goods delivered shall be: (i) of satisfactory quality and free from defects in material, design or workmanship; (ii) fit for the purpose for which the Goods are reasonably required. If the Supplier has any doubts as to the purpose for which the Customer requires the Goods, it must seek clarification from the Customer; (iii) free of any third party lien, claim, title or interest; and (iv) the sole property of the Supplier and that the Supplier has full and unrestricted right and authority to supply to the Customer under the terms of this Agreement. . 5.2 The Customer's rights are in addition to the statutory conditions implied in favour of the Customer by the Sale of Goods ▇▇▇ ▇▇▇▇ and the Supply of Goods and Services ▇▇▇ ▇▇▇▇ and any other applicable statute in force from time to time. . 5.3 Except where otherwise agreed in writing by the parties, the Supplier shall provide all personal protective equipment, tools and other equipment and facilities necessary for the performance of the Services ("Supplier Equipment") and shall provide all operating and support services necessary for carrying out the Services. . 5.4 Save as otherwise expressly specified in the Purchase Order the Supplier warrants that the Goods and Services shall be new, and that each item and any component parts comprising the Goods and Services shall be new. Where the parties have agreed in the Purchase Order that the Supplier shall supply reconditioned Goods and Services, the Supplier warrants that such Goods and Services and their component parts shall perform as if they were new and in accordance with the terms of this Agreement unless otherwise expressly agreed in writing. . 5.5 Where any appropriate International Standards or British Standard Specification or British Standard Code of Practice issued by the British Standards Institute is current at the date of the relevant Purchase Order, all the Goods and Services shall, unless otherwise agreed, be provided in accordance with the appropriate standards. Without prejudice to the generality of the foregoing, the Supplier must be able to demonstrate that it (a) holds, or is actively working towards, ISO 14001 accreditation, and/or (b) has in place internal initiatives that actively seek to materially improve environmental performance. . 5.6 The Supplier shall comply, and shall ensure that its sub-contractors comply, with the Customer’s Supplier Code of Conduct (as amended from time to time by the Customer) which is available from the FirstGroup plc website (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). . 5.7 The Supplier warrants that it will only make substitutions of all or any part of the Goods and Services by prior written agreement with the Customer. The Supplier further warrants that if it substitutes equivalent services or goods for those Goods and Services listed in Schedule 2 (Specification), such substitution shall be of the same or better quality as the Services or Goods and shall be supplied at a price not exceeding the price of the Services or Goods and shall be deemed to be Services or Goods, as appropriate, for the purposes of the Agreement (and any Purchase Order made under it). . 5.8 The Supplier represents and warrants and it is a condition that all of its obligations hereunder shall be performed in compliance with all applicable laws, enactments, orders, regulations, standards and other similar instruments, and that it will obtain (or ensure that there have been obtained) all licences, consents and permits required to comply, and required for the Goods and Services to comply, with such laws, enactments, regulations, standards or other similar instruments. . 5.9 The Supplier shall actively seek to identify and implement with the prior agreement of the Customer cost saving initiatives in respect of the Goods and Services or any related contract assigned to the Supplier. The Supplier shall detail to the Customer the nature of such savings and the effect that this will have on the cost of the Goods and Services, and if so agreed by the Customer, then the Supplier shall give the benefit of any such savings to the Customer by way of a corresponding reduction in the prices payable by the Customer for the Goods and Services or if otherwise agreed in writing between them, such savings shall be shared between them. Such savings shall include, but not be limited to, any productivity improvements or reduced labour or materials costs in all relevant supply chains. . 5.10 The provisions of this clause 1 shall survive any performance, acceptance or payment pursuant to this Agreement and shall extend to any substituted or remedial services provided by the Supplier.