Warranties and Representations. 8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that: 8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement; 8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier; 8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud; 8.1.4 all information, statements, warranties and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; 8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework; 8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above; 8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework; 8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies; 8.1.9 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies; 8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators; 8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and 8.1.12 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has: (a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and (c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement. 8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. 8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier. 8.4 The Supplier acknowledges and agrees that: 8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements; 8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and 8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 17 contracts
Sources: It Hardware and Solutions Framework Agreement, It Hardware and Solutions Framework Agreement, Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and to each of the Other Contracting Body that:Bodies that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the PQQ Response, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s 's assets or revenue; and
8.1.12 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s 's position as an ongoing on-going business concern or its ability to fulfil its obligations under this Framework Agreement.
8.1.13 it shall procure that the Supplier’s Staff will:
(a) have the relevant qualifications, experience, skills, expertise and training in accordance with the requirements notified to the Supplier by the Contracting Body and will be competent to carry out the duties expected of persons acting in their or a similar capacity;
(b) be vetted in accordance with Good Industry Practice;
(c) be entitled to work in the United Kingdom or (where applicable) any other country from which (or in which) the Call-Off Contract is to be performed.
8.1.14 it shall procure that it and its Sub-Contractors will comply with the relevant obligations imposed on employment agencies and employment businesses in the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 in relation to the supply of Temporary work-seekers and/or introduction of Work-seekers, as appropriate, to Contracting Bodies;
8.1.15 it shall ensure that the Staff supplying the Services shall at all times during the Term:
(a) do so with all due skill, care and diligence;
(b) possess such qualifications and experience as are necessary for the proper supply of the Services;
(c) faithfully and diligently perform those duties and exercise such powers consistent with them as are from time to time necessary in connection with the provision of the Services; and
(d) obey all lawful instructions and reasonable directions of the Authority and provide the Services to the reasonable satisfaction of the Authority;
8.1.16 it shall at all times during the Term ensure that the Services and its obligations under this Framework Agreement:
(a) are supplied in accordance and confirm in all respects with the specifications and requirements set out in the Framework Agreement and in accordance with the Supplier’s Solution; and
(b) are performed and confirm in all respects with all applicable Laws, and in accordance with Good Industry Practice; and
8.1.17 it shall comply with its obligations as to verification of Temporary work-seekers and Work-seekers, as appropriate, and potential Temporary work-seekers and potential Work-seekers, as appropriate, as set out in Framework Agreement Schedule 1 (Services) Appendix 3(a) (Safeguarding and Employment Checks) and the Supplier shall not (and shall ensure that any Sub-Contractors shall not) engage or continue to engage in the provision of the Services any person who has an inappropriate record or any conviction which may have an impact on the provision of the Services.
8.2 Each time a Call-Off Agreement Contract is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have have, had it not been so expressed, in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off AgreementsContracts;
8.4.2 the Authority relies on the skill and judgement of the Supplier in the supply of the Services and the performance of its obligations under this Framework Agreement;
8.4.3 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 8.4.4 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 13 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and to each of the Other Contracting Body that:Bodies that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the PQQ Response, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s 's assets or revenue; and
8.1.12 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s 's position as an ongoing on-going business concern or its ability to fulfil its obligations under this Framework Agreement.
8.1.13 it shall procure that the Supplier’s Staff will:
(a) have the relevant qualifications, experience, skills, expertise and training in accordance with the requirements notified to the Supplier by the Contracting Body and will be competent to carry out the duties expected of persons acting in their or a similar capacity;
(b) be vetted in accordance with Good Industry Practice;
(c) be entitled to work in the United Kingdom or (where applicable) any other country from which (or in which) the Call-Off Contract is to be performed.
8.1.14 it shall procure that it and its Sub-Contractors will comply with the relevant obligations imposed on employment agencies and employment businesses in the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 in relation to the supply of Temporary work-seekers and/or introduction of Work-seekers, as appropriate, to Contracting Bodies;
8.1.15 it shall ensure that the Staff supplying the Services shall at all times during the Term:
(a) do so with all due skill, care and diligence;
(b) possess such qualifications and experience as are necessary for the proper supply of the Services;
(c) faithfully and diligently perform those duties and exercise such powers consistent with them as are from time to time necessary in connection with the provision of the Services; and
(d) obey all lawful instructions and reasonable directions of the Authority and provide the Services to the reasonable satisfaction of the Authority;
8.1.16 it shall at all times during the Term ensure that the Services and its obligations under this Framework Agreement:
(a) are supplied in accordance and confirm in all respects with the specifications and requirements set out in the Framework Agreement and in accordance with the Supplier’s Solution; and
(b) are performed and confirm in all respects with all applicable Laws, and in accordance with Good Industry Practice; and
8.1.17 it shall comply with its obligations as to verification of Temporary work-seekers and Work-seekers, as appropriate, and potential Temporary work-seekers and potential Work-seekers, as appropriate, as set out in Framework Agreement Schedule 1 (Services) Appendix 3(a) (Safeguarding and Employment Checks) and the Supplier shall not (and shall ensure that any Sub-Contractors shall not) engage or continue to engage in the provision of the Services any person who has an inappropriate record or any conviction which may have an impact on the provision of the Services.
8.2 Each time a Call-Off Agreement Contract is entered into the warranties, representations and undertakings in Clause 8.1 above shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have have, had it not been so expressed, in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off AgreementsContracts;
8.4.2 the Authority relies on the skill and judgement of the Supplier in the supply of the Services and the performance of its obligations under this Framework Agreement;
8.4.3 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 8.4.4 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 12 contracts
Sources: Framework Agreement, Framework Agreement for the Supply of Locum Doctors, Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and to each of the Other Contracting Body that:Bodies that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the PQQ Response, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s 's assets or revenue; and
8.1.12 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s 's position as an ongoing on-going business concern or its ability to fulfil its obligations under this Framework Agreement.
8.1.13 it shall procure that the Supplier’s Staff will:
(a) have the relevant qualifications, experience, skills, expertise and training in accordance with the requirements notified to the Supplier by the Contracting Body and will be competent to carry out the duties expected of persons acting in their or a similar capacity;
(b) be vetted in accordance with Good Industry Practice;
(c) be entitled to work in the United Kingdom or (where applicable) any other country from which (or in which) the Call-Off Contract is to be performed.
8.1.14 it shall procure that it and its Sub-Contractors will comply with the relevant obligations imposed on employment agencies and employment businesses in the Employment Agencies ▇▇▇ ▇▇▇▇ and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 in relation to the supply of Temporary work-seekers and/or introduction of Work-seekers, as appropriate, to Contracting Bodies;
8.1.15 it shall ensure that the Staff supplying the Services shall at all times during the Term:
(a) do so with all due skill, care and diligence;
(b) possess such qualifications and experience as are necessary for the proper supply of the Services;
(c) faithfully and diligently perform those duties and exercise such powers consistent with them as are from time to time necessary in connection with the provision of the Services; and
(d) obey all lawful instructions and reasonable directions of the Authority and provide the Services to the reasonable satisfaction of the Authority;
8.1.16 it shall at all times during the Term ensure that the Services and its obligations under this Framework Agreement:
(a) are supplied in accordance and confirm in all respects with the specifications and requirements set out in the Framework Agreement and in accordance with the Supplier’s Solution; and
(b) are performed and confirm in all respects with all applicable Laws, and in accordance with Good Industry Practice; and
8.1.17 it shall comply with its obligations as to verification of Temporary work-seekers and Work-seekers, as appropriate, and potential Temporary work-seekers and potential Work-seekers, as appropriate, as set out in Framework Agreement Schedule 1 (Services) Appendix 3(a) (Safeguarding and Employment Checks) and the Supplier shall not (and shall ensure that any Sub-Contractors shall not) engage or continue to engage in the provision of the Services any person who has an inappropriate record or any conviction which may have an impact on the provision of the Services.
8.2 Each time a Call-Off Agreement Contract is entered into the warranties, representations and undertakings in Clause 8.1 above shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have have, had it not been so expressed, in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off AgreementsContracts;
8.4.2 the Authority relies on the skill and judgement of the Supplier in the supply of the Services and the performance of its obligations under this Framework Agreement;
8.4.3 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 8.4.4 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 10 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Warranties and Representations.
8.1 The Supplier Provider warrants and represents and undertakes to the Authority and each Other Contracting Body that:that:-
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierProvider;
8.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue; and
8.1.12 in performing its obligations under this Framework Agreement and any other Call – Off Contracts which may be entered into with the Authority or other Contracting Bodies, all Provider Software and Third Party Software will:
(a) be currently supported versions of that software;
(b) perform in all material respects in accordance with its specification; and
(c) be Euro Compliant
8.1.13 it will not do anything (and shall ensure that none of its Staff do anything) which constitutes an offence under the Computer ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.14 it has appropriate security measures in place to prevent and/or detect unlawful use of its information technology systems;
8.1.15 it is not, and has not been, in Default of any obligations to which it is subject to, by reason of membership of any association or body;
8.1.16 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier Provider has been in existence for less than three (3) Yearsyears, in the whole of such shorter period) it has:period:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Provider's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into The Provider warrants and represents to each of the warranties, representations and undertakings Other Contracting Bodies the statements in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeatedabove.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 8 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and to each of the Other Contracting Body that:that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the Tender Response and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s 's assets or revenue; and
8.1.12 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.three
Appears in 7 contracts
Sources: Courier Services Framework Agreement, Courier Services Framework Agreement, Courier Services Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants and represents and undertakes to the Authority and each Other Contracting Body that:that:-
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and the PQQ Response (unless otherwise agreedincluding statements made in relation to the categories referred to in Regulations 23, 24 and 25 of the Regulations) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Call- Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s 's assets or revenue; and
8.1.12 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:Agreement:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s 's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into The Supplier warrants and represents to each of the warranties, representations and undertakings Other Contracting Bodies the statements in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeatedabove.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 6 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and to each of the Other Contracting Body that:Bodies that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the PQQ Response, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s 's assets or revenue; and
8.1.12 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s 's position as an ongoing on-going business concern or its ability to fulfil its obligations under this Framework Agreement.
8.1.13 it shall procure that the Supplier’s Staff will:
(a) have the relevant qualifications, experience, skills, expertise and training in accordance with the requirements notified to the Supplier by the Contracting Body and will be competent to carry out the duties expected of persons acting in their or a similar capacity;
(b) be vetted in accordance with Good Industry Practice;
(c) be entitled to work in the United Kingdom or (where applicable) any other country from which (or in which) the Call-Off Contract is to be performed.
8.1.14 it shall procure that it and its Sub-Contractors will comply with the relevant obligations imposed on employment agencies and employment businesses in the Employment Agencies ▇▇▇ ▇▇▇▇ and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 in relation to the supply of Temporary work-seekers and/or introduction of Work-seekers, as appropriate, to Contracting Bodies;
8.1.15 it shall ensure that the Staff supplying the Services shall at all times during the Term:
(a) do so with all due skill, care and diligence;
(b) possess such qualifications and experience as are necessary for the proper supply of the Services;
(c) faithfully and diligently perform those duties and exercise such powers consistent with them as are from time to time necessary in connection with the provision of the Services; and
(d) obey all lawful instructions and reasonable directions of the Authority and provide the Services to the reasonable satisfaction of the Authority;
8.1.16 it shall at all times during the Term ensure that the Services and its obligations under this Framework Agreement:
(a) are supplied in accordance and confirm in all respects with the specifications and requirements set out in the Framework Agreement and in accordance with the Supplier’s Solution; and
(b) are performed and confirm in all respects with all applicable Laws, and in accordance with Good Industry Practice; and
8.1.17 it shall comply with its obligations as to verification of Temporary work-seekers and Work-seekers, as appropriate, and potential Temporary work-seekers and potential Work-seekers, as appropriate, as set out in Framework Agreement Schedule 1 (Services) Appendix 3(a) (Safeguarding and Employment Checks) and the Supplier shall not (and shall ensure that any Sub-Contractors shall not) engage or continue to engage in the provision of the Services any person who has an inappropriate record or any conviction which may have an impact on the provision of the Services.
8.2 Each time a Call-Off Agreement Contract is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have have, had it not been so expressed, in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off AgreementsContracts;
8.4.2 the Authority relies on the skill and judgement of the Supplier in the supply of the Services and the performance of its obligations under this Framework Agreement;
8.4.3 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 8.4.4 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 5 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Warranties and Representations.
8.1 The Supplier Provider warrants and represents and undertakes to the Authority and each Other Contracting Body that:that:-
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierProvider;
8.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and the PQQ Response (unless otherwise agreedincluding statements made in relation to the categories referred to in Regulations 23, 24 and 25 of the Regulations) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting BodiesAuthority;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance IndicatorsAuthority;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue; and
8.1.12 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:Agreement:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Provider's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 5 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Warranties and Representations.
8.1 The Supplier Provider warrants and represents and undertakes to the Authority and each Other Contracting Body that:that:-
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierProvider;
8.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue; and
8.1.12 in performing its obligations under this Framework Agreement and any other Call-Off Contracts which may be entered into with the Authority or other Contracting Bodies, all Provider Software and Third Party Software will:
(a) be currently supported versions of that software;
(b) perform in all material respects in accordance with its specification; and
(c) be Euro Compliant
8.1.13 it will not do anything (and shall ensure that none of its Staff do anything) which constitutes an offence under the Computer ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.14 it has appropriate security measures in place to prevent and/or detect unlawful use of its information technology systems;
8.1.15 it is not, and has not been, in Default of any obligations to which it is subject to, by reason of membership of any association or body;
8.1.16 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier Provider has been in existence for less than three (3) Yearsyears, in the whole of such shorter period) it has:period:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Provider's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into 8.1.17 all information, statements, warranties and representations contained in the warranties, representations Tender and undertakings in Clause 8.1 shall be deemed to be repeated (unless otherwise agreed by the Supplier with reference Authority in writing) any other document which resulted in the award to the circumstances existing at Provider of a place on the time that they Framework are deemed true, accurate, and not misleading save as may have been specifically disclosed in writing to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect prior to the execution of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce it will promptly advise the Authority in writing of any fact, matter or circumstance of which it may become aware which would render any such information, statement, warranty or representation to be false or misleading if repeated.
8.2 The Provider warrants and represents to each and every of the Other Contracting Body to enter into Call-Off Agreements;
8.4.2 Bodies the Authority has been induced into entering into this Framework Agreement and statements in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework AgreementClause 8.1 above.
Appears in 4 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Warranties and Representations. 11.1 The Contractor warrants and represents to COI that:
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:
8.1.1 11.1.1 it has full capacity and authority and all necessary regulatory approvals from Regulatory Bodies and consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 11.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierContractor;
8.1.3 11.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 11.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and the PSQ Response (unless otherwise agreedincluding statements made in relation to the categories referred to in Regulations 23, 24 and 25 of the Regulations) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority COI prior to the execution of this Framework Agreement and it will promptly advise the Authority COI of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 11.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 11.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 11.1.5 above;
8.1.7 11.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 11.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916;
11.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority COI or Other Contracting Bodies;
8.1.9 11.1.10 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting BodiesCOI;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 11.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Contractor's assets or revenue; and
8.1.12 11.1.12 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:Agreement:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Provider's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into 11.1.13 it has the warranties, representations skills and undertakings staff necessary to carry out the Services in Clause 8.1 shall be deemed to be repeated by the Supplier accordance with reference to the circumstances existing at the time best professional practice and that they are deemed to be repeatedit in fact will do so.
8.3 For 11.1.14 where required, all personnel used to provide the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have Services will be vetted in respect of breach of that provision by the Supplieraccordance with Good Industry Practice or COI’s Information Assurance Policies.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained 11.1.15 in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in performing its obligations under this Framework Agreement; and
8.4.3 each Contracting Body , all Software used by or on behalf of the Contractor will (amongst other things) on each be currently supported versions of that Software and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and perform in being so induced shall rely upon, the warranties, representations and undertakings contained all material aspects in this Framework Agreementaccordance with its specifications.
Appears in 3 contracts
Sources: Services Framework Agreement, Services Framework Agreement, Services Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and the Supplier warrant and represent to each Other Contracting Body that:other that:
8.1.1 it each party has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Suppliereach party;
8.1.3 in each party has not committed and will not commit any fraud by entering into this Framework Agreement Agreement.
8.2 The Supplier warrants and any Call-Off Agreement it has not committed any Fraud;represents to the Authority and to the Contracting Authority that:
8.1.4 8.2.1 all information, statements, warranties statements and representations contained in its response to the Invitation to Tender are true and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such that information, statement or representation to be false or misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is statements and representations made in respect of this Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 tendering for work under the call-off process will be true and 8.1.4 aboveaccurate;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 8.2.2 no claim is being asserted and no litigation, arbitration litigation or administrative proceeding similar action or potential litigation is presently in progress, or, to the best of its knowledge and belief pending or threatened being taken against it or any of its assets which will or that might affect its ability to perform provide its obligations under this Framework Agreement and/or or any Call-Off Agreement which may be entered with the Authority or Other Contracting BodiesContract;
8.1.9 8.2.3 it is not subject to any contractual obligation, compliance with which will be obligation that is likely to have an a detrimental effect on its ability to perform its obligations under this Framework Agreement and/or or any Call-Off Agreement which may be entered with Contract;
8.2.4 it has not committed or agreed to commit a Prohibited Act and has no knowledge that an agreement has been reached involving the committal by it or any of its Affiliates of a Prohibited Act, save where details of any such arrangement have been disclosed in writing to the Authority before the Framework Commencement Date;
8.2.5 it has not been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act;
8.2.6 it is not aware of any financial or other advantage being given to any person working for or engaged by the Authority or Other any Contracting Bodies;
8.1.10 Body, or that an agreement has been reached to that effect, in connection with the exercise execution of the Framework Agreement or any Call-Off Contract, excluding any arrangement of which full details have been disclosed in writing to the Authority or relevant Contracting Body before execution of the Framework Agreement or Call-Off Contract.
8.2.7 it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Supplier’s obligations, all licences, authorisations, permits and necessary consents under the Framework Agreement;
8.2.8 neither the Supplier nor any of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings Staff or other steps have persons associated with it:
8.2.8.1 has been taken convicted of any offence involving slavery and not discharged or dismissed (nor, human trafficking; and
8.2.8.2 to the best of their its knowledge, are threatened) for has been or is the winding up subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking
8.2.9 neither the Supplier nor any of its Staff or other persons associated with it is currently nor has previously been subject to either formal criminal investigation or to a prosecution involving any animal health, animal welfare, animal transport or animal by-product related offences, save where full details of any such investigation or prosecution have been disclosed in writing to the Authority or relevant Contracting Body before execution of the Supplier Framework Agreement or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any Call-Off Contract.
8.3 Each of the Supplier’s assets representations and warranties set out in clauses 8.1 and 8.2 shall be construed as a separate warranty and representation and shall not be limited or revenue; and
8.1.12 restricted by reference to or inference from the terms of any other representation, warranty or any other undertaking in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each 8.4 If at any time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference becomes aware that a representation or warranty given by it under clauses 8.1 and 8.2 has been breached, is untrue or is misleading, it shall immediately notify the Authority of the relevant occurrence in sufficient detail to enable the circumstances existing at Authority to make an accurate assessment of the time that they are deemed to be repeatedsituation.
8.3 8.5 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of the breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into which constitutes a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in Default of this Framework Agreement.
Appears in 3 contracts
Sources: Framework Agreement, Framework Agreement, Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the PQQ Response, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Available Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading and all warranties and representations contained in the PQQ Response and Tender and (unless otherwise agreed) any other document created by or on behalf of the Supplier which resulted in the award of this Framework for the Available Goods and Services shall be deemed to be repeated by the Supplier in this Framework Agreement with reference to the circumstances existing at the time that they are deemed to be repeated;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Available Goods and Services under this Framework;
8.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under or in connection with this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.10 8.1.11 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
8.1.12 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement Agreement, it will at has and shall continue to take all times use all reasonable endeavours steps, in accordance with Good Industry Practice, to meet prevent the introduction, creation or exceed propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the Key Performance Indicatorscontrol of, or used by the Authority and/or Other Contracting Bodies);
8.1.11 8.1.13 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue;
8.1.14 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use its reasonable endeavours to meet or exceed the Key Performance Indicators, save in respect of the KPI relating to the provision of Management Information by the Reporting Date which the Supplier shall provide strictly in accordance with the provisions of this Framework Agreement; and
8.1.12 8.1.15 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) 8.1.15.1 conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance 8.1.15.2 fully complied with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has 8.1.15.3 not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 (Warranties and Representations) shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
8.5 For the avoidance of doubt, it is agreed that neither the Authority nor any Contracting Body shall be entitled to recover damages or otherwise obtain reimbursement more than once in respect of the same loss, liability or damage caused by the same breach of any of the Warranties which appear in both this Framework Agreement and any relevant Call-Off Agreement.
Appears in 3 contracts
Sources: Goods and Services Framework Agreement, Framework Agreement, Goods and Services Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the PQQ Response, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Available Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading and all warranties and representations contained in the Tender and (unless otherwise agreed) any other document created by or on behalf of the Supplier which resulted in the award of this Framework for the Available Goods and Services shall be deemed to be repeated by the Supplier in this Framework Agreement with reference to the circumstances existing at the time that they are deemed to be repeated;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Available Goods and Services under this Framework;
8.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under or in connection with this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.10 8.1.11 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
8.1.12 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement Agreement, it will at has and shall continue to take all times use all reasonable endeavours steps, in accordance with Good Industry Practice, to meet prevent the introduction, creation or exceed propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the Key Performance Indicatorscontrol of, or used by the Authority and/or Other Contracting Bodies);
8.1.11 8.1.13 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue;
8.1.14 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use its reasonable endeavours to meet or exceed the Key Performance Indicators, save in respect of the KPI relating to the provision of Management Information by the Reporting Date which the Supplier shall provide strictly in accordance with the provisions of this Framework Agreement; and
8.1.12 8.1.15 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) 8.1.15.1 conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance 8.1.15.2 fully complied with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has 8.1.15.3 not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 (Warranties and Representations) shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
8.5 For the avoidance of doubt, it is agreed that neither the Authority nor any Contracting Body shall be entitled to recover damages or otherwise obtain reimbursement more than once in respect of the same loss, liability or damage caused by the same breach of any of the Warranties which appear in both this Framework Agreement and any relevant Call-Off Agreement.
Appears in 2 contracts
Sources: Goods and Services Framework Agreement, Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:
8.1.1 Customer that: it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 ; this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 ; in entering into this Framework Agreement and any Call-Off Agreement Customer Contract it has not committed any Fraud;
8.1.4 ; all information, statements, warranties and representations contained in the PQQ Response, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services Agreement are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;
8.1.5 misleading and all warranties and representations contained in the PQQ Response and Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework Agreement shall be deemed to be repeated by the Supplier in this Framework Agreement with reference to the circumstances existing at the time that they are deemed to be repeated; it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;
8.1.6 Framework Agreement; it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 14.1.4 above;
8.1.7 ; it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services Services; it has not committed any offence under this Framework;
8.1.8 the Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Customer Contract which may be entered with the Authority or Other Contracting Bodies;
8.1.9 Customers; it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Customer Contract which may be entered with the Authority or Other Contracting Bodies;
8.1.10 Customers; it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Customer Contract which may be entered with the Customers and shall maintain the same in full force and effect; it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Customers); in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all its reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 ; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
8.1.12 the Customer shall obtain good title to the Gas Products received from the Supplier under a Customer Contract and that at the respective Delivery Point the Gas Product so received shall be free from all liens, charges and adverse claims of every description; and in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) : conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance ; fully complied with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has and not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 . Each time a Call-Off Agreement Customer Contract is entered into the warranties, representations and undertakings in Clause 8.1 14 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 . For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 . The Supplier acknowledges and agrees that:
8.4.1 : the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body potential Customer to enter into Call-Off Agreements;
8.4.2 Customer Contracts; the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 and each Contracting Body Customer will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement Customer Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement. Subject to the other provisions of this Agreement, the Authority acknowledges that the Supplier may where appropriate deal solely with the Customer and rely on such dealings with the Customer in matters relating to the supply of Gas Products and Additional Services under the relevant Customer Contract, including the giving and receiving of all notices and statements, the making and witnessing of all measurements and tests, the paying and receiving of all amounts due under the Customer Contracts and the settlement of all Disputes with respect thereto.
Appears in 2 contracts
Sources: Framework Agreement for Natural Gas Supply and Additional Services, Framework Agreement
Warranties and Representations.
8.1 The Supplier Provider warrants and represents and undertakes to the Authority and each Other Contracting Body that:that:-
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierProvider;
8.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue; and
8.1.12 in performing its obligations under this Framework Agreement and any other Call-Off Contracts which may be entered into with the Authority or other Contracting Bodies, all Provider Software and Third Party Software will:
(a) be currently supported versions of that software;
(b) perform in all material respects in accordance with its specification; and
(c) be Euro Compliant
8.1.13 it will not do anything (and shall ensure that none of its Staff do anything) which constitutes an offence under the Computer ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.14 it has appropriate security measures in place to prevent and/or detect unlawful use of its information technology systems;
8.1.15 it is not, and has not been, in Default of any obligations to which it is subject to, by reason of membership of any association or body;
8.1.16 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier Provider has been in existence for less than three (3) Yearsyears, in the whole of such shorter period) it has:period:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 2 contracts
Sources: Framework Agreement, Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and to each Other Contracting Body that:that:
8.1.1 it has full power capacity and authority and all necessary licences permits and consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework Agreement;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 it is not subject to any contractual obligation, Law, regulation, judgement, order or decree of any court of competent jurisdiction or Government agency by which the Supplier and/or any of it’s assets is bound, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance IndicatorsIndicators in accordance with Schedule 14 (Framework Management);
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue;
8.1.12 it shall perform it’s obligations in a manner that complies with all applicable Law and regulations and shall notify the Authority immediately if it becomes aware of any non- compliance with any applicable Law or regulation;
8.1.13 it has no conflict of interest in relation to this Framework Agreement;
8.1.14 it shall act at all times with probity and in accordance with core public sector values of fairness, honesty and openness, efficiency and professionalism;
8.1.15 it has and shall at all relevant times have all necessary rights in IPRs used by Supplier to perform it’s obligations under this Framework Agreement and any Call-Off Contracts;
8.1.16 it’s performance of it’s obligations under this Framework Agreement and/or any Call- Off Contract shall not infringe any third party IPRs;
8.1.17 it is not aware, as of the Commencement Date, of any matter or thing which will or might adversely affect it’s ability to fulfil it’s obligations under this Framework Agreement and/or any Call-Off Contract and/or to deliver the Goods and Services; and
8.1.12 8.1.18 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement Contract is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off AgreementsContracts;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the PQQ Response, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Available Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading and all warranties and representations contained in the PQQ Response and Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Available Services shall be deemed to be repeated by the Supplier in this Framework Agreement with reference to the circumstances existing at the time that they are deemed to be repeated;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Available Services under this Framework;
8.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of 8.1.11 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations pursuant to under this Framework Agreement it will at all times use all reasonable endeavours to meet and/or any Call-Off Agreement which may be entered with the Authority or exceed Other Contracting Bodies and shall maintain the Key Performance Indicatorssame in full force and effect;
8.1.11 8.1.12 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other mapware) into systems, data, software or Authority Confidential Information (held in electronic form owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
8.1.13 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Supplier‟s assets or revenue; and;
8.1.12 8.1.14 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance fully complied with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Supplier‟s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
8.5 For the avoidance of doubt, it is agreed that neither the Authority nor any Contracting Body shall be entitled to recover damages or otherwise obtain reimbursement more than once in respect of the same loss, liability or damage caused by the same breach of any of the warranties which appear in both this Framework Agreement and any relevant Call- Off Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants and represents and undertakes to the Contracting Authority and each Other Contracting Body that:that:-
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and Agreement, or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Contracting Authority prior to the execution of this Framework Agreement and it will promptly advise the Contracting Authority of any DocuSign Envelope ID: 51C8ADDE-AF37-427A-881C-CF36B06C5A7B Flexible Procurement and Supply of HH, NHH, Metered and UMS Electricity with Additional Services Y22009 fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 it has not committed any offence under the Bribery Act 2010;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, orprogress and, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Contracting Authority or Other Contracting Bodiesand/or the Participating Authority;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be it is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Contracting Authority or Other Contracting Bodies;
8.1.10 in connection with and/or the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance IndicatorsParticipating Authority;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier or for its dissolution DocuSign Envelope ID: 51C8ADDE-AF37-427A-881C-CF36B06C5A7B Flexible Procurement and Supply of HH, NHH, Metered and UMS Electricity with Additional Services Y22009 or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s 's assets or revenue; and
8.1.12 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:Agreement:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s 's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 9.1 The Supplier warrants and represents and undertakes to the Authority and each Other Contracting Body that:Network Rail that:
8.1.1 9.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Ultimate Holding Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 9.1.2 this Framework Agreement is executed by a duly authorised representative representative(s) of the Supplier;
8.1.3 9.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed and will not commit any Fraud, nor will it be in breach of any legal duty (including a contractual obligation to any third party) in any jurisdiction;
8.1.4 9.1.4 all information, statements, warranties statements and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods Services and Services any tender submitted as part of the Ordering Procedure are to the best of its knowledge, information and belief, true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to and that the Authority prior to the execution of this Framework Agreement and it Supplier will promptly advise the Authority Network Rail of any fact, matter or circumstance of which it may become aware which would render any such informationstatement, statement information or representation to be false or misleading;misleading;
8.1.5 9.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework Agreement;
8.1.6 9.1.6 if required by Network Rail in accordance with and pursuant to clause 7, it will enter into a contract with Network Rail on the terms and conditions of the Call-Off Terms without seeking any amendment to it save for the necessary information to complete the Call-Off Terms as specified in the Call-Off Form;
9.1.7 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 aboveclause 9.1.5;
8.1.7 9.1.8 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this FrameworkFramework Agreement;
8.1.8 no 9.1.9 it has not committed any offence under the Bribery Act 2010 (the “Bribery Act”);
9.1.10 it has notified Network Rail in writing of any claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its Affiliates or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting BodiesContract;
8.1.9 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.10 9.1.11 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
8.1.12 in the last three (3) Years prior to annual financial accounting periods before the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it hasEffective Date:
(a) 9.1.11.1 it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) 9.1.11.2 it has been in full compliance complied with all applicable securities laws and regulations in the jurisdiction jurisdiction(s) in which it is established; and
(c) it 9.1.11.3 there has not performed any been no act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s 's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Agreement and/or any Call-Off Agreement Contract;
9.1.12 it has notified Network Rail in writing of any Occasions of Tax Non-Compliance and any litigation in which it is entered into involved that is in connection with any Occasion of Tax Non-Compliance; and
9.1.13 within the warrantiesprevious twelve (12) months, representations and undertakings in Clause 8.1 shall no Financial Distress Events have occurred or are subsisting (or any events that would be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within Financial Distress Events under this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in had this Framework Agreement been in force) and there are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion currently no matters that it enters into is aware of that could cause a Call-Off Agreement be induced into doing so by, Financial Distress Event to occur or subsist.
9.2 The Supplier warrants and represents to Network Rail that the statements in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.clauses 9.1.3 and
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and to each of the Other Contracting Body that:Bodies that:
8.1.1 it has full power, capacity and authority and all necessary consents consents, licences and permits (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework Agreement;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 it is not subject to any contractual obligation, Law, regulation, judgement, order or decree of any court of competent jurisdiction or Government agency by which the Supplier and/or any of its assets is bound, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
8.1.12 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have have, had it not been so expressed, in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier Provider warrants and represents and undertakes to the Authority and each Other Contracting Body that:that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierProvider;
8.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any FraudFraud and is not in breach of any contractual obligation which it owes to any third party;
8.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender (including statements made in relation to the categories referred to in Regulations 23, 24 and (unless otherwise agreed25 of the Regulations) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue; and
8.1.12 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it hasAgreement:
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Provider's position as an ongoing on-going business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into The Provider warrants and represents to each of the warranties, representations and undertakings Other Contracting Bodies the statements in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeatedabove.
8.3 For In all circumstances where the avoidance Provider has custody of doubtthe assets (including monies) of any Contracting Body or of a Healthcare Provider, the fact it shall hold such assets on trust for that any provision within this Framework Agreement is expressed Contracting Body or Healthcare Provider and, in relation to physical assets, shall hold such assets as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplierbailee.
8.4 The Supplier acknowledges In providing the Services, the Provider shall comply with the following Authority policies and agrees thatany amendments, updates or equivalent to them from time to time (such compliance to be at the Provider's expense), in so far as these policies do not conflict with the provisions of this Framework Agreement:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off AgreementsBusiness expenses policy;
8.4.2 the Authority has been induced into entering into this Framework Agreement Data protection policy;
8.4.3 Equality and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreementdiversity policy;
8.4.4 Harassment policy;
8.4.5 Information security policy;
8.4.6 Anti-fraud policy; and
8.4.3 each Contracting Body will (amongst other things) 8.4.7 Gifts and hospitality, all of which are publicly available on each and every occasion that it enters into a Callthe Authority's website: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇- ▇▇▇▇▇.▇▇▇.▇▇/▇▇▇▇▇-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement▇▇▇▇▇▇▇/▇▇▇▇▇▇▇-▇▇▇▇▇▇▇/▇▇▇-▇▇▇▇▇▇▇▇-▇▇▇-▇▇▇▇▇▇▇▇▇▇.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and to each of the Other Contracting Body that:Bodies that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the PQQ Response, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s 's assets or revenue; and
8.1.12 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s 's position as an ongoing on-going business concern or its ability to fulfil its obligations under this Framework Agreement.
8.1.13 it shall procure that the Supplier’s Staff will:
(a) have the relevant qualifications, experience, skills, expertise and training in accordance with the requirements notified to the Supplier by the Contracting Body and will be competent to carry out the duties expected of persons acting in their or a similar capacity;
(b) be vetted in accordance with Good Industry Practice;
(c) be entitled to work in the United Kingdom or (where applicable) any other country from which (or in which) the Call-Off Contract is to be performed.
8.1.14 it shall procure that it and its Sub-Contractors will comply with the relevant obligations imposed on employment agencies and employment businesses in the Employment Agencies Act ▇▇▇▇ ▇▇▇ the Conduct of Employment Agencies and Employment Businesses Regulations 2003 in relation to the supply of Temporary work-seekers and/or introduction of Work-seekers, as appropriate, to Contracting Bodies;
8.1.15 it shall ensure that the Staff supplying the Services shall at all times during the Term:
(a) do so with all due skill, care and diligence;
(b) possess such qualifications and experience as are necessary for the proper supply of the Services;
(c) faithfully and diligently perform those duties and exercise such powers consistent with them as are from time to time necessary in connection with the provision of the Services; and
(d) obey all lawful instructions and reasonable directions of the Authority and provide the Services to the reasonable satisfaction of the Authority;
8.1.16 it shall at all times during the Term ensure that the Services and its obligations under this Framework Agreement:
(a) are supplied in accordance and confirm in all respects with the specifications and requirements set out in the Framework Agreement and in accordance with the Supplier’s Solution; and
(b) are performed and confirm in all respects with all applicable Laws, and in accordance with Good Industry Practice; and
8.1.17 it shall comply with its obligations as to verification of Temporary work-seekers and Work-seekers, as appropriate, and potential Temporary work-seekers and potential Work-seekers, as appropriate, as set out in Framework Agreement Schedule 1 (Services) Appendix 3(a) (Safeguarding and Employment Checks) and the Supplier shall not (and shall ensure that any Sub-Contractors shall not) engage or continue to engage in the provision of the Services any person who has an inappropriate record or any conviction which may have an impact on the provision of the Services.
8.2 Each time a Call-Off Agreement Contract is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have have, had it not been so expressed, in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off AgreementsContracts;
8.4.2 the Authority relies on the skill and judgement of the Supplier in the supply of the Services and the performance of its obligations under this Framework Agreement;
8.4.3 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 8.4.4 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the Tender Response, and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Available Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading and all warranties and representations contained in the Tender Response and (unless otherwise agreed) any other document created by or on behalf of the Supplier which resulted in the award of this Framework for the Available Goods and Services shall be deemed to be repeated by the Supplier in this Framework Agreement with reference to the circumstances existing at the time that they are deemed to be repeated;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Available Goods and Services under this Framework;
8.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under or in connection with this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.10 8.1.11 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
8.1.12 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement Agreement, it will at has and shall continue to take all times use all reasonable endeavours steps, in accordance with Good Industry Practice, to meet prevent the introduction, creation or exceed propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the Key Performance Indicatorscontrol of, or used by the Authority and/or Other Contracting Bodies);
8.1.11 8.1.13 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue;
8.1.14 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use its reasonable endeavours to meet or exceed the Key Performance Indicators, save in respect of the KPI relating to the provision of Management Information by the Reporting Date which the Supplier shall provide strictly in accordance with the provisions of this Framework Agreement; and
8.1.12 8.1.15 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) 8.1.15.1 conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance 8.1.15.2 fully complied with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has 8.1.15.3 not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 (Warranties and Representations) shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
8.5 For the avoidance of doubt, it is agreed that neither the Authority nor any Contracting Body shall be entitled to recover damages or otherwise obtain reimbursement more than once in respect of the same loss, liability or damage caused by the same breach of any of the Warranties which appear in both this Framework Agreement and any relevant Call-Off Agreement.
Appears in 1 contract
Warranties and Representations.
8.1 The Supplier Provider warrants and represents and undertakes to the Authority and each Other Contracting Body that:
8.1.1 that:- it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 ; this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 Provider; in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 ; as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender Response (including statements made in relation to the categories referred to Regulations 23, 24 and (unless otherwise agreed25 of the Regulations) any other document which resulted in the award of this Framework for the Supply of Goods and and/or Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or as representation to be false or misleading;
8.1.5 misleading; it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;
8.1.6 the Framework; it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 ; it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for the Supply of Goods and Services under this the Framework;
8.1.8 ; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered with the Authority or Other Contracting Bodies;
8.1.9 ; it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 ; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierProvider’s assets or revenue; and
8.1.12 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier Provider has been in existence for less than three (3) Years3 years, in the whole of such shorter period) it has:
(a) has:- conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has ; been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has and not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the SupplierProvider’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into . The Provider warrants and represents to each of the warranties, representations and undertakings Other Contracting Bodies the statements in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeatedabove.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier Contractor warrants and represents and undertakes to each of the Authority and each Other Contracting Body that:I-Flair Members that:-
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierContractor;
8.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing Personal Data in connection with any blacklisting activities;
8.1.5 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and the ESPD Response (unless otherwise agreedincluding statements made in relation to the categories referred to in Regulations 58, 59 or 60 of the Regulations) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority I-FLAIR prior to the execution of this Framework Agreement and it will promptly advise the Authority I-FLAIR of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false false, inaccurate or misleading;misleading;
8.1.5 8.1.6 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 8.1.7 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 8.1.6 above;
8.1.7 8.1.8 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 8.1.9 it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.10 no claim is being asserted and no litigation, arbitration arbitration, alternative dispute resolution or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and / or any Call-Off Agreement Contract which may be entered into with any of the Authority I-Flair Members or Other Contracting Bodies;
8.1.9 8.1.11 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with any of the Authority I-Flair Members or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 8.1.12 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledgeits knowledge and belief, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Contractor‟s assets or revenue;
8.1.13 as at the date of acceptance by the Contractor of the relevant Order, all insurances that must be effected under this Framework Agreement and / or the Call-Off Terms and Conditions have been effected; and
8.1.12 8.1.14 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:Agreement:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Contractor‟s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into The Contractor warrants and represents to each of the warranties, representations and undertakings Other Contracting Bodies the statements in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeatedabove.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 9.1 The Supplier warrants and represents and undertakes to the Authority and each Other Contracting Body that:Network Rail that:
8.1.1 9.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Ultimate Holding Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 9.1.2 this Framework Agreement is executed by a duly authorised representative representative(s) of the Supplier;
8.1.3 9.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed and will not commit any Fraud, nor will it be in breach of any legal duty (including a contractual obligation to any third party) in any jurisdiction;
8.1.4 9.1.4 all information, statements, warranties statements and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods Services and Services any tender submitted as part of the Ordering Procedure are to the best of its knowledge, information and belief, true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to and that the Authority prior to the execution of this Framework Agreement and it Supplier will promptly advise the Authority Network Rail of any fact, matter or circumstance of which it may become aware which would render any such informationstatement, statement information or representation to be false or misleading;misleading;
8.1.5 9.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework Agreement;
8.1.6 9.1.6 if required by Network Rail in accordance with and pursuant to clause 7, it will enter into a contract with Network Rail on the terms and conditions of the Call-Off Terms without seeking any amendment to it save for the necessary information to complete the Call-Off Terms as specified in the Call-Off Form;
9.1.7 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 aboveclause 9.1.5;
8.1.7 9.1.8 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this FrameworkFramework Agreement;
8.1.8 9.1.9 it has not committed any offence under the Bribery Act 2010 (the “Bribery Act”);
9.1.10 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its Affiliates or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting BodiesContract;
8.1.9 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.10 9.1.11 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and
8.1.12 in the last three (3) Years prior to annual financial accounting periods before the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it hasEffective Date:
(a) 9.1.11.1 it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) 9.1.11.2 it has been in full compliance complied with all applicable securities laws and regulations in the jurisdiction jurisdiction(s) in which it is established; and
(c) it 9.1.11.3 there has not performed any been no act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s 's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Agreement and/or any Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework AgreementContract; and
8.4.3 each Contracting Body will (amongst other things) on each 9.1.12 it has notified Network Rail in writing of any Occasions of Tax Non-Compliance and every occasion any litigation in which it is involved that it enters into a Callis in connection with any Occasion of Tax Non-Off Agreement be induced into doing so by, Compliance.
9.2 The Supplier warrants and represents to Network Rail that the statements in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.clauses 9.1.3 and
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier Provider warrants and represents and undertakes to the Authority and each Other Contracting Body that:that to the best of its knowledge:-
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierProvider;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender (including statements made in relation to the categories referred to in Regulations 23, 24 and (unless otherwise agreed25 of the Regulations) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders Tenders being made or as to the fixing or adjusting of the amount of any tender Tender or the conditions on which any tender Tender is made in respect of this Framework;the Framework Agreement;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender Tender or proposed tender Tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to it has not committed any offence under the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.9 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered into with the Authority or Other Contracting BodiesAuthority;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue; and
8.1.12 8.1.11 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:Agreement:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an a material adverse effect on the Supplier’s Provider's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier Contractor warrants and represents and undertakes to each of the Authority and each Other Contracting Body that:I-Flair Members that:-
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierContractor;
8.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 it has not committed any breach of the Employment Relations 1999 Act (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or committed any breach of the Data Protection Laws by unlawfully processing Personal Data in connection with any blacklisting activities;
8.1.5 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and the ESPD Response (unless otherwise agreedincluding statements made in relation to the categories referred to in Regulations 58, 59 or 60 of the Regulations) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority I-FLAIR prior to the execution of this Framework Agreement and it will promptly advise the Authority I-FLAIR of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false false, inaccurate or misleading;misleading;
8.1.5 8.1.6 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 8.1.7 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 8.1.6 above;
8.1.7 8.1.8 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 8.1.9 it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.10 no claim is being asserted and no litigation, arbitration arbitration, alternative dispute resolution or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and / or any Call-Off Agreement Contract which may be entered into with any of the Authority I-Flair Members or Other Contracting Bodies;
8.1.9 8.1.11 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with any of the Authority I-Flair Members or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 8.1.12 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledgeits knowledge and belief, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierContractor’s assets or revenue;
8.1.13 as at the date of acceptance by the Contractor of the relevant Order, all insurances that must be effected under this Framework Agreement and / or the Call-Off Terms and Conditions have been effected; and
8.1.12 8.1.14 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:Agreement:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the SupplierContractor’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into The Contractor warrants and represents to each of the warranties, representations and undertakings Other Contracting Bodies the statements in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeatedabove.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier Contractor warrants and represents and undertakes to the Authority and each Other Contracting Body that:Landscope Mauritius Ltd that:-
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierContractor;
8.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender Proposal and (unless otherwise agreed) any other document which resulted in the award of this Framework response to the selection process for the Goods and Services Works are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Landscope Mauritius Ltd prior to the execution of this Framework 4 The Order Form set out at Schedule 4 is fundamental to the operation of the Framework Agreement. Lead Organisation should take into account all relevant circumstances before amending the form set out in Schedule 4 and should always take its own legal advice before making any amendments. Agreement and it will promptly advise the Authority Landscope Mauritius Ltd of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders proposals being made or as to the fixing or adjusting of the amount rates and prices of any tender proposal or the conditions on which any tender proposal is made in respect of this Framework;the Framework Agreement;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender proposal for Goods and Services Works under this Frameworkthe Framework Agreement;
8.1.8 It has not committed any offence under the Prevention of Corruption Act 2002.
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority Landscope Mauritius Ltd or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicatorsother contracting public bodies;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator administrator, or similar officer in relation to any of the Supplier’s Contractor's assets or revenue; and
8.1.12 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier Agreement: -
1. it has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accountsit;
(b) 2. it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) 3. it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Contractor's position as an ongoing on-going business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 7.1 The Supplier Provider warrants and represents and undertakes to the Authority and each Other Contracting Body that:that:
8.1.1 7.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 7.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierProvider;
8.1.3 7.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 7.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and the PQQ Response (unless otherwise agreedincluding where applicable statements made in relation to the categories referred to in Regulations 23, 24 and 25 of the Regulations) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 7.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 7.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 7.1.5 above;
8.1.7 7.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 7.1.8 it has not committed any offence under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or Section 117(2) of the Local Government ▇▇▇ ▇▇▇▇;
7.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Call- Off Agreement Contract which may be entered into with any of the Authority or Other Contracting BodiesSchools;
8.1.9 7.1.10 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with any of the Authority or Other Contracting BodiesSchools;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 7.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Provider's assets or revenue; and
8.1.12 7.1.12 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it hasAgreement:
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Provider's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into 7.2 The Provider warrants and represents to each of the warranties, representations and undertakings Contracting Schools the statements in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated7.1 above.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations. 7.1 The Provider warrants and represents to YPO that:-
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:
8.1.1 7.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 7.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierProvider;
8.1.3 7.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 7.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender (including statements made in relation to the categories referred to in Regulations 23, 24 and (unless otherwise agreed25 of the Regulations) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority YPO prior to the execution of this Framework Agreement and it will promptly advise the Authority YPO of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading prior to the Commencement Date;
8.1.5 7.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 7.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 7.1.5 above;
8.1.7 7.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this the Framework;
8.1.8 7.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916;
7.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting BodiesYPO;
8.1.9 7.1.10 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting BodiesYPO;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 7.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierProvider’s assets or revenue; and
8.1.12 in 7.2 The Provider warrants and represents to each of the three (3) Years prior to Other Contracting Bodies the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings statements in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated7.1 above.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier Provider warrants and represents and undertakes to the Authority and to each of the Other Contracting Body that:Bodies that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 it is validly incorporated, organised and subsisting in accordance with the Laws of its place of incorporation;
8.1.3 where applicable, it is authorised and regulated by the FCA;
8.1.4 neither it nor any of the Provider’s Connected Persons nor any sub- contractor is on the Debarment List;
8.1.5 no mandatory or discretionary exclusion ground applies to the Provider, the Provider’s Connected Persons or any sub-contractors;
8.1.6 its execution, delivery and performance of its obligations under this Framework Agreement does not and will not constitute a breach of any Law or obligation applicable to it and does not and will not cause or result in a default of any agreement by which it is bound;
8.1.7 this Framework Agreement is executed by a duly authorised representative of the SupplierProvider;
8.1.3 in 8.1.8 on entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 8.1.9 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender (including statements made in relation to the categories referred to in Sections 22 and (unless otherwise agreed57 to 59 of the Act) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 8.1.10 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 8.1.11 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 clause 8.1.7 above;
8.1.7 8.1.12 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 8.1.13 it has not committed any offence under the Bribery Act 2010;
8.1.14 to the best of its knowledge and belief no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 8.1.15 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 8.1.16 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Provider
8.1.17 it shall comply with all applicable Law in connection with the performance of this Framework Agreement;
8.2 in performing its obligations under this Framework Agreement it will comply with the Mandatory Policies, or for its dissolution or for their own, similar policies which are no less onerous than the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenueMandatory Policies; and
8.1.12 8.3 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it hasAgreement:
(a) 8.3.1 it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) 8.3.2 it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) 8.3.3 it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Provider's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges Provider warrants and agrees that:
8.4.1 represents to each of the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 Bodies the Authority has been induced into entering into this Framework Agreement and statements in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreementclause 8.1 above.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and to each of the Other Contracting Body that:
8.1.1 Bodies that: it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 ; this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 ; in entering into this Framework Agreement and any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 ; all information, statements, warranties and representations contained in the PQQ Response, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;
8.1.5 misleading; it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;
8.1.6 Framework; it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 all information, statements, warranties and 8.1.4 representations contained in the PQQ Response, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; above;
8.1.7 ; it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 ; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 ; it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 ; in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 ; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s 's assets or revenue; and
8.1.12 and in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) : conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) ; it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) and it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s 's position as an ongoing on-going business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 . it shall procure that the Supplier’s Staff will: have the relevant qualifications, experience, skills, expertise and training in accordance with the requirements notified to the Supplier by the Contracting Body and will be competent to carry out the duties expected of persons acting in their or a similar capacity; be entitled to work in the United Kingdom or (where applicable) any other country from which (or in which) the Call-Off Contract is to be performed. it shall procure that it and its Sub-Contractors will comply with the relevant obligations imposed on employment agencies and employment businesses in the Employment Agencies ▇▇▇ ▇▇▇▇ and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 in relation to the supply of Temporary work-seekers and/or introduction of Work-seekers, as appropriate, to Contracting Bodies; it shall ensure that the Staff supplying the Services shall at all times during the Term: do so with all due skill, care and diligence; possess such qualifications and experience as are necessary for the proper supply of the Services; faithfully and diligently perform those duties and exercise such powers consistent with them as are from time to time necessary in connection with the provision of the Services; and obey all lawful instructions and reasonable directions of the Authority and provide the Services to the reasonable satisfaction of the Authority; it shall at all times during the Term ensure that the Services and its obligations under this Framework Agreement: are supplied in accordance and confirm in all respects with the specifications and requirements set out in the Framework Agreement and in accordance with the Supplier’s Solution; and are performed and confirm in all respects with all applicable Laws, and in accordance with Good Industry Practice; and it shall comply with its obligations as to verification of Temporary work-seekers and Work-seekers, as appropriate, and potential Temporary work-seekers and potential Work-seekers, as appropriate, as set out in Framework Agreement Schedule 1 (Services) Appendix 3(a) (Safeguarding and Employment Checks) and the Supplier shall not (and shall ensure that any Sub-Contractors shall not) engage or continue to engage in the provision of the Services any person who has an inappropriate record or any conviction which may have an impact on the provision of the Services. Each time a Call-Off Agreement Contract is entered into the warranties, representations and undertakings in Clause 8.1 The Supplier warrants represents and undertakes to the Authority and to each of the Other Contracting Bodies that: above shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 . For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have have, had it not been so expressed, in respect of breach of that provision by the Supplier.
8.4 . The Supplier acknowledges and agrees that:
8.4.1 : the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 Contracts; the Authority relies on the skill and judgement of the Supplier in the supply of the Services and the performance of its obligations under this Framework Agreement; the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 and each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement for the Supply of Locum Doctors
Warranties and Representations. 11.1 The Contractor warrants and represents to COI that:
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:
8.1.1 11.1.1 it has full capacity and authority and all necessary regulatory approvals from Regulatory Bodies and consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 11.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierContractor;
8.1.3 11.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 11.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in its tender document and its corresponding response, if any, (including statements made in relation to the Tender categories referred to in Regulations 23, 24 and (unless otherwise agreed25 of the Regulations) any other document which resulted in the award of this Framework for the Goods and Services are materially true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority COI prior to the execution of this Framework Agreement and it will promptly advise the Authority COI of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 11.1.5 it has not entered into any agreement with any other person (save in respect of its Parent Company or other members of its group) with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 11.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 11.1.5 above;
8.1.7 11.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 11.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916;
11.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting BodiesCOI;
8.1.9 11.1.10 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting BodiesCOI;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 11.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer Officer in relation to any of the Supplier’s Contractor's assets or revenue; and;
8.1.12 11.1.12 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:Agreement:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Contractor's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into 11.1.13 it has the warrantiesskills and staff necessary to carry out the Services in accordance with best professional practice and that it in fact will do so;
11.1.14 where required, representations and undertakings all Staff used to provide the Services will be vetted in Clause 8.1 shall be deemed to be repeated by the Supplier accordance with reference to the circumstances existing at the time that they are deemed to be repeatedGood Industry Practice or COI’s Information Assurance Policies; and.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have 11.1.15 in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in performing its obligations under this Framework Agreement; and, all Software used by or on behalf of the Contractor will be currently supported versions of that Software and perform in all material aspects in accordance with its specifications.
8.4.3 each Contracting Body 11.2 The breach of any part of this Clause 11 will (amongst other things) on each and every occasion that it enters into be regarded as a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreementfundamental breach when interpreting Clause 39.
Appears in 1 contract
Sources: Services Framework Agreement
Warranties and Representations.
8.1 The Supplier Service Provider warrants and represents and undertakes to the Authority and each Other Contracting Body that:
8.1.1 that:- it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 ; this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 Service Provider; in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 ; as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and the PQQ Response (unless otherwise agreedincluding statements made in relation to the categories referred to Regulations 23, 24 and 25 of the Regulations) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or as representation to be false or misleading;
8.1.5 misleading; it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;
8.1.6 the Services Framework; it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 5.1.5 above;
8.1.7 ; it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this the Services Framework;
8.1.8 ; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered with the Authority or Other Contracting Bodies;
8.1.9 ; it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 ; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier Service Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierService Provider’s assets or revenue; and
8.1.12 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier Service provider has been in existence for less than three (3) Years3 years, in the whole of such shorter period) it has:
(a) has:- conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has ; been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has and not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the SupplierService Provider’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into . The Service Provider warrants and represents to each of the warranties, representations and undertakings Other Contracting Bodies the statements in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated5.1 above.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the Tender Response, and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Available Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading and all warranties and representations contained in the Tender Response and Tender and (unless otherwise agreed) any other document created by or on behalf of the Supplier which resulted in the award of this Framework for the Available Goods and Services shall be deemed to be repeated by the Supplier in this Framework Agreement with reference to the circumstances existing at the time that they are deemed to be repeated;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Available Goods and Services under this Framework;
8.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under or in connection with this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.10 8.1.11 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
8.1.12 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement Agreement, it will at has and shall continue to take all times use all reasonable endeavours steps, in accordance with Good Industry Practice, to meet prevent the introduction, creation or exceed propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the Key Performance Indicatorscontrol of, or used by the Authority and/or Other Contracting Bodies);
8.1.11 8.1.13 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue;
8.1.14 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use its reasonable endeavours to meet or exceed the Key Performance Indicators, save in respect of the KPI relating to the provision of Management Information by the Reporting Date which the Supplier shall provide strictly in accordance with the provisions of this Framework Agreement; and
8.1.12 8.1.15 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) 8.1.15.1 conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance 8.1.15.2 fully complied with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has 8.1.15.3 not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 (Warranties and Representations) shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
8.5 For the avoidance of doubt, it is agreed that neither the Authority nor any Contracting Body shall be entitled to recover damages or otherwise obtain reimbursement more than once in respect of the same loss, liability or damage caused by the same breach of any of the Warranties which appear in both this Framework Agreement and any relevant Call-Off Agreement.
Appears in 1 contract
Warranties and Representations.
8.1 The Supplier warrants and represents and undertakes to the Contracting Authority and each Other Contracting Body that:that:-
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and Agreement, or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Contracting Authority prior to the execution of this Framework Agreement and it will promptly advise the Contracting DocuSign Envelope ID: 4A802A94-C09A-4CEE-8B35-1C09C51CF387 Flexible Procurement and Supply of Natural Gas, Daily Metered and Non-Daily Metered with Additional Services Y22008 Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 it has not committed any offence under the Bribery Act 2010;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Contracting Authority or Other Contracting Bodiesand/or the Participating Authority;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be it is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Contracting Authority or Other Contracting Bodies;
8.1.10 in connection with and/or the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance IndicatorsParticipating Authority;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s 's assets or revenue; and
8.1.12 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:Agreement:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s 's position as an ongoing business DocuSign Envelope ID: 4A802A94-C09A-4CEE-8B35-1C09C51CF387 Flexible Procurement and Supply of Natural Gas, Daily Metered and Non-Daily Metered with Additional Services Y22008 concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Warranties and Representations.
8.1 The Supplier 13.01 ▇▇▇▇▇ warrants represents that as indicated in Appendix A and undertakes B, it either owns sole or joint title, has exclusive license rights or has an exclusive option to license PATENTS and KNOW-HOW and has the Authority and each Other Contracting Body that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) right to enter into this Agreement. ▇▇▇▇▇ further warrants that it (and no other THIRD PARTY) has or will obtain the sole right to perform its obligations grant licenses under any PATENTS and KNOW HOW listed in Appendix A and ▇. ▇▇▇▇▇ further warrants that Appendix A contains the complete list of PATENTS it owns or controls on the EFFECTIVE DATE.
13.02 Nothing in this Framework Agreement;Agreement shall be construed as a warranty that PATENTS are valid or enforceable or that their exercise does not infringe any patent rights of THIRD PARTIES. ▇▇▇▇▇ hereby represents that, it has no present knowledge that has caused it to believe that PATENTS are invalid or that their exercise would infringe patent rights of THIRD PARTIES, including claims to ownership thereof.
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 13.03 ▇▇▇▇▇ acknowledges that, in entering into this Framework Agreement, GSK has relied or will rely upon information supplied by ▇▇▇▇▇, information to be supplied by ▇▇▇▇▇, and information which ▇▇▇▇▇ has caused or will cause to be supplied to GSK by ▇▇▇▇▇’▇ agents and representatives pursuant to that certain Confidentiality Agreement signed by GSK on June 2, 1997 and any Call-Off Agreement by Qiagen GmbH on June 5, 1997 (all of such information being hereinafter referred to collectively as “Product Information”). ▇▇▇▇▇ warrants and represents that so far as it is aware the Product Information related to ADJUVANT and/or TECHNOLOGY is and will be accurate and complete in all material respects and that it has not committed any Fraud;
8.1.4 all informationundertaken such steps as are necessary to ascertain such accuracy and completeness. Subject to ▇▇▇▇▇’▇ compliance with its warranty as to accuracy and completeness above, statements, warranties and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and GSK accepts it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or contest Product Information as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 supplied. ▇▇▇▇▇ further warrants and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, represents that to the best of its knowledge it has supplied to GSK such and belief pending will supply information concerning TECHNOLOGY and ADJUVANT as ▇▇▇▇▇ believes is material to a determination of the value of the TECHNOLOGY being licensed to GSK hereunder.
13.04 ▇▇▇▇▇ warrants and represents that its directors, scientists, consultants and representatives have no knowledge as of the EFFECTIVE DATE of the existence of any pre-clinical or threatened against it clinical data or any of its assets information concerning the TECHNOLOGY ADJUVANTS that have caused ▇▇▇▇▇ to believe that there may exist toxicity, safety and/or efficacy concerns which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.9 it is not subject to any contractual obligation, compliance with which will be are likely to have an effect on its ability to perform its obligations under this Framework Agreement materially impair the utility and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up safety of the Supplier or for its dissolution or for ADJUVANTS.
13.05 ▇▇▇▇▇ warrants that the appointment of a receiverLicense Agreement between ▇▇▇▇▇ and IOWA dated March 31, administrative receiver1997 and the License Agreement between ISIS Pharmaceuticals Inc. and ▇▇▇▇▇ dated August 6, liquidator1998 and the License Agreement dated December 13, manager, administrator or similar officer in relation to any of 1999 between ▇▇▇▇▇ and the Supplier’s assets or revenue; and
8.1.12 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been United States Public Health Service are still in full compliance with all applicable securities laws force and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability EFFECTIVE DATE and that said agreements are the complete list of license agreements which ▇▇▇▇▇ has entered into in the FIELD on the EFFECTIVE DATE. ▇▇▇▇▇ further warrants that the representations and warranties pertaining to fulfil its obligations under DISPUTED PATENT set forth in Amendment 1 dated December 18, 1999 to the License Agreement- Infectious Diseases entered into between both parties hereto, shall apply to this Framework AgreementAgreement and GSK shall benefit from such representations and warranties hereunder.
8.2 Each time a Call13.06 THE PARTIES EXPRESSLY DISCLAIM ANY AND ALL IMPLIED OR EXPRESS WARRANTIES AND MAKE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-Off Agreement is entered into the warrantiesINFRINGEMENT OF THE TECHNOLOGY OR PRODUCTS CONTEMPLATED BY THIS AGREEMENT. NEITHER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeatedNEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS.
8.3 For 13.07 GSK warrants that during the avoidance term of doubtthe Agreement, the fact that any provision within this Framework Agreement is expressed as a warranty it shall not preclude any right of termination (and shall not allow its AFFILIATES to) oppose the Authority may have in respect of breach of that provision by the SupplierPATENTS.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Non Exclusive License Agreement (Coley Pharmaceutical Group, Inc.)
Warranties and Representations. 11.1 The Contractor warrants and represents to COI that:
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:
8.1.1 11.1.1 it has full capacity and authority and all necessary regulatory approvals from Regulatory Bodies and consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 11.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierContractor;
8.1.3 11.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 11.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and the PQQ Response (unless otherwise agreedincluding statements made in relation to the categories referred to in Regulations 23, 24 and 25 of the Regulations) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority COI prior to the execution of this Framework Agreement and it will promptly advise the Authority COI of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 11.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 11.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 11.1.5 above;
8.1.7 11.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 11.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916;
11.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority COI or Other Contracting Bodies;
8.1.9 11.1.10 it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting BodiesCOI;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 11.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Contractor's assets or revenue; and
8.1.12 11.1.12 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:Agreement:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Provider's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into 11.1.13 the warranties, representations skills and undertakings staff necessary to carry out the Goods and Services in Clause 8.1 shall be deemed to be repeated by the Supplier accordance with reference to the circumstances existing at the time best professional practice and that they are deemed to be repeatedit in fact will do so.
8.3 For 11.1.14 where required, all personnel used to provide the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have Goods and Services will be vetted in respect of breach of that provision by the Supplieraccordance with Good Industry Practice or COI’s Information Assurance Policies.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained 11.1.15 in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in performing its obligations under this Framework Agreement; and, all Software used by or on behalf of the Contractor will be currently supported versions of that Software and perform in all material aspects in accordance with its specifications.
8.4.3 each Contracting Body 11.2 The breach of any part of this Clause 11 will (amongst other things) on each and every occasion that it enters into be regarded as a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreementfundamental breach when interpreting Clause 29.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier Contractor warrants represents and undertakes to the Authority Council and to each of the Other Contracting Body that:Bodies that:
8.1.1 it has full capacity and authority Council and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierContractor;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the PQQ Response, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority Council prior to the execution of this Framework Agreement and it will promptly advise the Authority Council of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender Tender for Goods and Services under this Framework;
8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority Council or Other Contracting Bodies;
8.1.9 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement Contract which may be entered into with the Authority Council or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Contractor's assets or revenue; and
8.1.12 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier Contractor has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws Laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Contractor's position as an ongoing on-going business concern or its ability to fulfil its obligations under this Framework Agreement.
8.1.13 it shall procure that the Contractor’s Staff will:
(a) have the relevant qualifications, experience, skills, expertise and training in accordance with the requirements notified to the Contractor by the Contracting Body and will be competent to carry out the duties expected of persons acting in their or a similar capacity;
(b) be vetted in accordance with Good Industry Practice;
(c) be entitled to work in the United Kingdom or (where applicable) any other country from which (or in which) the Call-Off Contract is to be performed.
8.1.14 it shall at all times during the Term ensure that the Services and its obligations under this Framework Agreement:
(a) are supplied in accordance and confirm in all respects with the Specification and requirements set out in the Framework Agreement and in accordance with the Contractor’s Solution; and
(b) are performed and confirm in all respects with all applicable Laws, and in accordance with Good Industry Practice; and
8.2 Each time a Call-Off Agreement Contract is entered into the warranties, representations and undertakings in Clause 8.1 9.1 shall be deemed to be repeated by the Supplier Contractor with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority Council may have have, had it not been so expressed, in respect of breach of that provision by the SupplierCouncil.
8.4 The Supplier Contractor acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority Council into entering into this Framework Agreement and to induce the Authority Council and each and every Other Contracting Body to enter into Call-Off AgreementsContracts;
8.4.2 the Authority Council relies on the skill and judgement of the Contractor in the supply of the Services and the performance of its obligations under this Framework Agreement;
8.4.3 the Council has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 8.4.4 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and to each of the Other Contracting Body that:
8.1.1 Bodies that: it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 ; this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 ; in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 ; or committed any offence under the Prevention of Corruption or Bribery Act all information, statements, warranties and representations contained in the the, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;
8.1.5 misleading; it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;
8.1.6 Framework; it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 ; it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 ; acting in compliance at all times and in accordance with all laws and statutes no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 ; it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 ; in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 ; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s 's assets or revenue; and
8.1.12 and in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) : conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) ; it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) and it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s 's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 . Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 . For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 . The Supplier acknowledges and agrees that:
8.4.1 : the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Call‑Off Agreements;
8.4.2 ; the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 and each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the PQQ Response, Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Available Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading and all warranties and representations contained in the PQQ Response and Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Available Services shall be deemed to be repeated by the Supplier in this Framework Agreement with reference to the circumstances existing at the time that they are deemed to be repeated;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Available Services under this Framework;
8.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of 8.1.11 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations pursuant to under this Framework Agreement it will at all times use all reasonable endeavours to meet and/or any Call-Off Agreement which may be entered with the Authority or exceed Other Contracting Bodies and shall maintain the Key Performance Indicatorssame in full force and effect;
8.1.11 8.1.12 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form) owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
8.1.13 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; and;
8.1.12 8.1.14 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance fully complied with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement;
8.1.15 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times meet or exceed the Key Performance Indicators.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier to the Authority and each Other Contracting Body with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may might otherwise have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier Provider warrants and represents and undertakes to the Authority and each Other Contracting Body that:that:-
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierProvider;
8.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender Response (including statements made in relation to the categories referred to Regulations 23, 24 and (unless otherwise agreed25 of the Regulations) any other document which resulted in the award of this Framework for the Supply of Goods and and/or Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or as representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for the Supply of Goods and Services under this the Framework;
8.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;affect
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier Provider or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierProvider’s assets or revenue; and;
8.1.12 in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier Provider has been in existence for less than three (3) Years3 years, in the whole of such shorter period) it has:has:-
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the SupplierProvider’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into The Provider warrants and represents to each of the warranties, representations and undertakings Other Contracting Bodies the statements in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeatedabove.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the Tender Response and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Available Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading and all warranties and representations contained in the Tender Response and (unless otherwise agreed) any other document created by or on behalf of the Supplier which resulted in the award of this Framework for the Available Goods and Services shall be deemed to be repeated by the Supplier in this Framework Agreement with reference to the circumstances existing at the time that they are deemed to be repeated;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Available Goods and Services under this Framework;
8.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under or in connection with this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.10 8.1.11 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
8.1.12 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement Agreement, it will at has and shall continue to take all times use all reasonable endeavours steps, in accordance with Good Industry Practice, to meet prevent the introduction, creation or exceed propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the Key Performance Indicatorscontrol of, or used by the Authority and/or Other Contracting Bodies);
8.1.11 8.1.13 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue;
8.1.14 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use its reasonable endeavours to meet or exceed the Key Performance Indicators, save in respect of the KPI relating to the provision of Management Information by the Reporting Date which the Supplier shall provide strictly in accordance with the provisions of this Framework Agreement; and
8.1.12 8.1.15 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) 8.1.15.1 conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance 8.1.15.2 fully complied with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has 8.1.15.3 not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 (Warranties and Representations) shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
8.5 For the avoidance of doubt, it is agreed that neither the Authority nor any Contracting Body shall be entitled to recover damages or otherwise obtain reimbursement more than once in respect of the same loss, liability or damage caused by the same breach of any of the Warranties which appear in both this Framework Agreement and any relevant Call-Off Agreement.
Appears in 1 contract
Warranties and Representations. 11.1 The Contractor warrants and represents to COI that:
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:
8.1.1 11.1.1 it has full capacity and authority and all necessary regulatory approvals from Regulatory Bodies and consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 11.1.2 this Framework Agreement is executed by a duly authorised representative of the SupplierContractor;
8.1.3 11.1.3 in entering into this Framework Agreement and or any Call-Off Agreement Contract it has not committed any Fraud;
8.1.4 11.1.4 as at the Commencement Date, all information, statements, warranties statements and representations contained in the Tender and the PQQ Response (unless otherwise agreedincluding statements made in relation to the categories referred to in Regulations 23, 24 and 25 of the Regulations) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority COI prior to the execution of this Framework Agreement and it will promptly advise the Authority COI of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 11.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;the Framework Agreement;
8.1.6 11.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 11.1.5 above;
8.1.7 11.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Frameworkthe Framework Agreement;
8.1.8 11.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916;
11.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority COI or Other Contracting Bodies;
8.1.9 it 11.1. 10it is not subject to any contractual obligation, compliance with which will be is likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or and any Call-Off Agreement Contract which may be entered into with the Authority or Other Contracting BodiesCOI;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no 11.1. 11no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s Contractor's assets or revenue; and
8.1.12 11.1. 12in the three (3) Years years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:Agreement:-
(a) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s Provider's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Sources: Services Framework Agreement
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that:that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the Tender Response and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Available Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading and all warranties and representations contained in the Tender Response and (unless otherwise agreed) any other document created by or on behalf of the Supplier which resulted in the award of this Framework for the Available Goods and Services shall be deemed to be repeated by the Supplier in this Framework Agreement with reference to the circumstances existing at the time that they are deemed to be repeated;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Available Goods and Services under this Framework;
8.1.8 it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, or the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇;
8.1.9 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under or in connection with this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.9 8.1.10 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies;
8.1.10 8.1.11 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
8.1.12 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement Agreement, it will at has and shall continue to take all times use all reasonable endeavours steps, in accordance with Good Industry Practice, to meet prevent the introduction, creation or exceed propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the Key Performance Indicatorscontrol of, or used by the Authority and/or Other Contracting Bodies);
8.1.11 8.1.13 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue;
8.1.14 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use its reasonable endeavours to meet or exceed the Key Performance Indicators, save in respect of the KPI relating to the provision of Management Information by the Reporting Date which the Supplier shall provide strictly in accordance with the provisions of this Framework Agreement; and
8.1.12 8.1.15 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) 8.1.15.1 conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance 8.1.15.2 fully complied with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has 8.1.15.3 not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 (Warranties and Representations) shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.
Appears in 1 contract
Warranties and Representations.
8.1 The Supplier warrants represents and undertakes to the Authority and to each of the Other Contracting Body that:
8.1.1 it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform its obligations under this Framework Agreement;
8.1.2 this Framework Agreement is executed by a duly authorised representative of the Supplier;
8.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud;
8.1.4 all information, statements, warranties and representations contained in the Tender Response and (unless otherwise agreed) any other document which resulted in the award of this Framework for the Goods and Services are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading;misleading;
8.1.5 it has not entered into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework;Framework;
8.1.6 it has not caused or induced any person to enter such agreement referred to in Clause 8.1.5 and 8.1.4 above;
8.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and Services under this Framework;
8.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies;
8.1.9 it is not subject to any contractual obligation, compliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies;
8.1.10 in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators;
8.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s 's assets or revenue; and
8.1.12 in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has:
(a) conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts;
(b) it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and
(c) it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement.
8.2 Each time a Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 8.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier.
8.4 The Supplier acknowledges and agrees that:
8.4.1 the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call-Off Agreements;
8.4.2 the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and
8.4.3 each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement.three
Appears in 1 contract
Sources: Courier Services Framework Agreement