Supplier Excused Performance Sample Clauses

The Supplier Excused Performance clause defines circumstances under which a supplier is not held liable for failing to meet contractual obligations due to events beyond their reasonable control. Typically, this clause applies to situations such as natural disasters, government actions, or other unforeseen events that prevent the supplier from delivering goods or services as agreed. Its core practical function is to allocate risk by protecting the supplier from penalties or breach claims when performance is impossible due to extraordinary events, ensuring fairness in the contract.
Supplier Excused Performance upon presentment, the Supplier will reimburse VITA for the following costs incurred by VITA in exercising its Step In rights, to the extent in excess of what would have been the Supplier's Charges for the Services replaced by the Step In (“Step In Costs”), and VITA will not be responsible to pay the Supplier’s Charges for the Services that were replaced by the Step In:
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Supplier Excused Performance. Supplier’s failure to perform its obligations under this Agreement (including meeting the Service Levels) shall be excused only if and to the extent such Supplier non-performance is caused by (i) the wrongful or tortious actions of an Eligible Recipient or a Third Party Contractor performing obligations on behalf of Ascension Health under this Agreement (unless and to the extent, as to Third Party Contractors, such failure is attributable to Supplier’s failure to properly manage such Third Party Contractor), (ii) a Force Majeure Event, or (iii) the failure of an Eligible Recipient or such a Third Party Contractor to perform Ascension Health’s expressly specified obligations under this Agreement, but only if (A) Supplier expeditiously gives Ascension Health notice of such wrongful or tortious action or failure to perform (which notice shall describe in reasonable detail Supplier’s inability to perform under such circumstances, (B) Supplier provides Ascension Health with every reasonable opportunity to correct such wrongful or tortious action or failure to perform and thereby avoid such Supplier non-performance, (C) Supplier identifies and pursues all commercially reasonable means to avoid or mitigate the impact of such wrongful or tortious action or failure to perform, (D) Supplier uses commercially reasonable efforts to perform notwithstanding such wrongful or tortious action or failure to perform, and (E) Supplier conducts a Root Cause Analysis and thereby demonstrates that such wrongful or tortious action or failure to perform is the cause of Supplier’s non-performance. Supplier acknowledges and agrees that the circumstances described in this Section 10.2, together with Section 9.14, are the only circumstances in which its failure to perform its obligations under this Agreement (including meeting the Service Levels) will be excused and that Supplier will not assert any other act or omission of an Eligible Recipient or a Third Party Contractor as excusing any such failure on Supplier’s part.
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Supplier Excused Performance. The Supplier’s failure to perform any obligation under this Agreement (including meeting the Service Levels) shall be excused if and to the extent such Supplier non-performance is caused by the failure of VITA, Customers, or third-party contractors of VITA or Customers to timely perform expressly specified obligations under this Agreement, but only if (a) the Supplier expeditiously gives VITA notice of such failure to perform (which notice shall describe in reasonable detail the Supplier’s inability to perform under such circumstances), (b) the Supplier provides VITA with every reasonable opportunity to correct such failure to perform and thereby avoid such Supplier non-performance, (c) the Supplier identifies and pursues all commercially reasonable means to avoid or mitigate the impact of such failure to perform, (d) the Supplier uses commercially reasonable efforts to perform notwithstanding such failure to perform, and (e) the Supplier conducts a root cause analysis and thereby demonstrates that such failure to perform is the cause of the
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Supplier Excused Performance. 49 11. CHARGES ....................................................................................................................................................... 49 11.1 General ............................................................................................................................................................... 49 11.2
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Related to Supplier Excused Performance

  • Excused Performance In case performance of any terms or provisions hereof shall be delayed or prevented because of compliance with any law, decree or order of any governmental agency or authority, whether the same shall be of Local, State or Federal origin, or because of riots, war, public disturbances, strikes, lockouts, differences with workmen, fires, floods, acts of God or any other reason whatsoever which is not within the control of the party whose performance is interfered with and which, by the exercise of reasonable diligence, said party is unable to prevent, the party so suffering may, at its option, suspend, without liability, the performance of its obligations hereunder during the period of such suspension of performance of duties hereunder.

  • Product Performance Contractor hereby warrants and represents that the Products acquired by the Authorized User under the terms and conditions of this Contract conform to the specifications, performance standards and documentation in the Authorized User Agreement., and the documentation fully describes the proper procedure for using the Products. Contractor further warrants and represents that if the Products acquired by the Authorized User pursuant to an Authorized User Agreement under this Contract include software application development, software application customization, software programming, software integration or similar items (“Software Deliverables”) then such Software Deliverables shall be free from defects in material and workmanship and conform with all requirements of the Contract and Authorized User Agreement for the warranty period of one (1) year from the date of acceptance of the completed project (“Project warranty period”). Contractor also warrants that the Products, in the form provided to the Authorized User, do not infringe any copyright, trademark, trade secret or other right of any third party.

  • Contract Performance C19.1 The Contractor shall ensure that: C19.1.1 the Goods conform in all respects with the Specification and, where applicable, with any sample or performance demonstration approved by the Authority; C19.1.2 the Goods operate in accordance with the relevant technical specifications and correspond with the requirements of the Specification and any particulars specified in the Contract; C19.1.3 the Goods conform in all respects with all applicable Laws; and C19.1.4 the Goods are free from defects in design, materials and workmanship and are fit and sufficient for all the purposes for which such Goods are ordinarily used and for any particular purpose made known to the Contractor by the Authority.

  • Strict Performance Failure by any party to this Contract to insist in any one or more cases upon the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any such term, covenant, condition, or provision. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the parties hereto.

  • Continued Performance The Contractor and Contractor Parties shall continue to Perform their obligations under the Contract while any dispute concerning the Contract is being resolved.