Terms and Conditions for the Supply of Goods and Services
The Customer's attention is particularly drawn to the provisions of clause 13 (Limitation of
liability).
1. Interpretation
The following definitions and rules of interpretation apply in this agreement.
1.1 Definitions:
Business Day: means a day other than a Saturday, Sunday or public holiday in England, when
banks in London are open for business.
Commencement Date: means has the meaning given in clause 2.2.
Conditions: means these terms and conditions as amended from time to time in accordance
with clause 18.8.
Contract: means the contract between the Supplier and the Customer for the supply of
Goods and/or Services in accordance with these Conditions.
Control: means the beneficial ownership of more than 50% of the issued share capital of a
company or the legal power to direct or cause the direction of the general management of
the company.
Customer: means the person or firm who purchases the Goods and/or Services from the
Supplier.
Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 1998.
Data Subject: means an individual who is the subject of Personal Data.
Deliverables: means the deliverables set out in the Order produced by the Supplier for the
Customer.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: has the meaning given to it in clause 16.
Goods: means the goods (or any part of them) set out in the Order.
Goods Specification: means any specification for the Goods, including any relevant plans or
drawings, that is agreed in writing by the Customer and the Supplier.
Intellectual Property Rights: means patents, rights to inventions, copyright and neighbouring
and related rights, moral rights, trade marks and service marks, business names and domain
names, rights in get-up and trade dress, goodwill and the right to sue for passing off or
unfair competition, rights in designs, rights in computer software, database rights, rights to
use, and protect the confidentiality of, confidential information (including know-how and
trade secrets), and all other intellectual property rights, in each case whether registered or
unregistered and including all applications and rights to apply for and be granted, renewals
or extensions of, and rights to claim priority from, such rights and all similar or equivalent
rights or forms of protection which subsist or will subsist now or in the future in any part of
the world.
Mandatory Policies: means the Supplier’s mandatory policies in place from time to time.
Order: means the Customer's order for the supply of Goods and/or Services, as set out in
the Customer's written acceptance of the Supplier's quotation.
Personal Data: means has the meaning set out in section 1(1) of the Data Protection Act
1998 and relates only to personal data, or any part of such personal data, in respect of
which the Customer is the Data Controller and in relation to which the Supplier is providing
services under the Contract.
Processing and process: means have the meaning set out in section 1(1) of the Data
Protection Act 1998.
Services: means the services, including the Deliverables, supplied by the Supplier to the
Customer as set out in the Service Specification.
Service Specification: means the description or specification for the Services provided in
writing by the Supplier to the Customer.
Supplier: means Makura Sourcing Limited registered in England and Wales with company
number 05722616.
Supplier Materials: means has the meaning given in clause 8.1.8.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-
enacted. A reference to a statute or statutory provision includes all subordinate legislation
made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any
similar expression shall be construed as illustrative and shall not limit the 4
sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes fax and email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in
accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written
acceptance of the Order at which point and on which date the Contract shall come into
existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any
descriptions of the Goods or illustrations or descriptions of the Services contained in the
Supplier's catalogues or brochures are issued or published for the sole purpose of giving an
approximate idea of the Services and/or Goods described in them. They shall not form part
of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the
Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or
course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a
period of 28 Business Days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except
where application to one or the other is specified.
3. Goods
3.1 The Goods are described in the Goods Specification.
3.2 The Supplier reserves the right to amend the Goods Specification if required by any
applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in
any such event.
4. Delivery of goods
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery
note which shows the date of the Order, an order reference, the type and quantity of the
Goods (including the code number of the Goods, where applicable), special storage
instructions (if any) and, if the Order is being delivered by instalments, the outstanding
balance of Goods remaining to be delivered.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other
location as the parties may agree ("Delivery Location") at any time after the Supplier notifies
the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods
at the Delivery Location.
4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of
delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the
Goods that is caused by a Force Majeure Event or the Customer's failure to provide the
Supplier with adequate delivery instructions or any other instructions that are relevant to
the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and
expenses incurred by the Customer in obtaining replacement goods of similar description
and quality in the cheapest market available, less the price of the Goods. The Supplier shall
have no liability for any failure to deliver the Goods to the extent that such failure is caused
by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate
delivery instructions for the Goods or any relevant instruction related to the supply of the
Goods.
4.6 If the Customer fails to accept delivery of the Goods within three Business Days of the
Supplier notifying the Customer that the Goods are ready, then except where such failure or
delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its
obligations under the Contract in respect of the Goods:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third
Business Day following the day on which the Supplier notified the Customer that the Goods
were ready; and
4.6.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer
for all related costs and expenses (including insurance).
4.7 If ten Business Days after the Supplier notified the Customer that the Goods were ready
for delivery the Customer has not accepted delivery of them, the Supplier may resell or
otherwise dispose of part or all of the Goods.
4.8 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for
separately. Each instalment shall constitute a separate contract. Any delay in delivery or
defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality of goods
5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of
delivery ("warranty period"),] the Goods shall:
5.1.1 conform with the Goods Specification;
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.1.4 be fit for any purpose held out by the Supplier.
5.2 Subject to clause 5.3, the Supplier shall, at its option replace the defective Goods, or
refund the price of the defective Goods in full if:
5.2.1 the Customer gives notice in writing during the warranty period within a reasonable
time of discovery that some or all of the Goods do not comply with the warranty set out in
clause 5.1;
5.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's
place of business at the Customer's cost.
5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty in
clause 5.1 if:
5.3.1 the Customer makes any further use of such Goods after giving a notice in accordance
with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow the Supplier's oral or written
instructions as to the storage, installation, commissioning, use or maintenance of the Goods
or (if there are none) good trade practice;
5.3.3 the defect arises as a result of the Supplier following any drawing, design or Goods
Specification supplied by the Customer;
5.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal working conditions; or
5.3.6 the Goods differ from the Goods Specification as a result of changes made to ensure
they comply with applicable statutory or regulatory standards.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in
respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods
supplied by the Supplier.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
6.2.1 the Supplier receives payment in full (in cash or cleared funds) for the Goods and any
other goods that the Supplier has supplied to the Customer in respect of which payment has
become due, in which case title to the Goods shall pass at the time of payment of all such
sums; and
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the
Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they
remain readily identifiable as the Supplier's property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the
Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks
for their full price on the Supplier's behalf from the date of delivery;
6.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in
clause 14.2.2to clause 14.2.4; and
6.3.5 give the Supplier such information relating to the Goods as the Supplier may require
from time to time.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course
of its business (but not otherwise) before the Supplier receives payment for the Goods.
However, if the Customer resells the Goods before that time:
6.4.1 it does so as principal and not as the Supplier’s agent; and
6.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the
time at which resale by the Customer occurs and the Customer shall hold the proceeds of
the resale on trust for the benefit of the Supplier until the Supplier has received payment
for the Goods.
6.5 If before title to the Goods passes to the Customer the Customer becomes subject to
any of the events listed in clause 14.2.2 to clause 14.2.4, then, without limiting any other
right or remedy the Supplier may have:
6.5.1 the Customer's right to resell Goods or use them in the ordinary course of its business
ceases immediately; and
6.5.2 the Supplier may at any time:
(a) require the Customer to deliver up all Goods in its possession which have not been
resold, or irrevocably incorporated into another product; and
(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any
third party where the Goods are stored in order to recover them.
7. Supply of services
7.1 The Supplier shall supply the Services to the Customer in accordance with the Service
Specification in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the
Services specified in the Service Specification, but any such dates shall be estimates only and
time shall not be of the essence for the performance of the Services.
7.3 The Supplier reserves the right to amend the Service Specification if necessary to comply
with any applicable law or regulatory requirement, or if the amendment will not materially
affect the nature or quality of the Services, and the Supplier shall notify the Customer in any
such event.
7.4 The Supplier warrants to the Customer that the Services will be provided using
reasonable care and skill.
8. Customer's obligations
8.1 The Customer shall:
8.1.1 ensure that the terms of the Order and any information it provides in the Service
Specification and the Goods Specification are complete and accurate;
8.1.2 co-operate with the Supplier in all matters relating to the Services;
8.1.3 provide the Supplier, its employees, agents, consultants and subcontractors, with
access to the Customer's premises, office accommodation and other facilities as reasonably
required by the Supplier to provide the Services;
8.1.4 provide the Supplier with such information and materials as the Supplier may
reasonably require in order to supply the Services, and ensure that such information is
complete and accurate in all material respects;
8.1.5 prepare the Customer's premises for the supply of the Services;
8.1.6 obtain and maintain all necessary licences, permissions and consents which may be
required for the Services before the date on which the Services are to start;
8.1.7 comply with all applicable laws, including health and safety laws and with the
Mandatory Policies;
8.1.8 keep all materials, equipment, documents and other property of the Supplier
("Supplier Materials") at the Customer's premises in safe custody at its own risk, maintain
the Supplier Materials in good condition until returned to the Supplier, and not dispose of or
use the Supplier Materials other than in accordance with the Supplier's written instructions
or authorisation; and
8.1.9 comply with any additional obligations as set out in the Service Specification and the
Goods Specification.
8.2 If the Supplier's performance of any of its obligations under the Contract is prevented or
delayed by any act or omission by the Customer or failure by the Customer to perform any
relevant obligation ("Customer Default"):
8.2.1 without limiting or affecting any other right or remedy available to it, the Supplier shall
have the right to suspend performance of the Services until the Customer remedies the
Customer Default, and to rely on the Customer Default to relieve it from the performance of
any of its obligations in each case to the extent the Customer Default prevents or delays the
Supplier's performance of any of its obligations;
8.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the
Customer arising directly or indirectly from the Supplier's failure or delay to perform any of
its obligations as set out in this clause 8.2; and
8.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses
sustained or incurred by the Supplier arising directly or indirectly from the Customer
Default.
9. Charges and payment
9.1 The price for Goods:
9.1.1 shall be the price set out in the Supplier’s quotation; and
9.1.2 shall be inclusive of all costs and charges of packaging, insurance, transport of the
Goods, unless otherwise specified as being exclusive in the Supplier’s quotation.
9.2 The charges for Services shall be calculated on a time and materials basis:
9.2.1 the charges shall be calculated in accordance with the Supplier's daily fee rates, as set
out in the Order;
9.2.2 the Supplier's daily fee rates for each individual person are calculated on the basis of
an eight-hour day worked on Business Days, or such other period as is set out in the Order;
9.2.3 the Supplier shall be entitled to charge an overtime rate of 50% of the daily fee rate on
a pro-rata basis for each part day or for any time worked by individuals whom it engages on
the Services outside the hours referred to in clause 9.2.2; and
9.2.4 the Supplier shall be entitled to charge the Customer for any expenses reasonably
incurred by the individuals whom the Supplier engages in connection with the Services
including travelling expenses, hotel costs, subsistence and any associated expenses, and for
the cost of services provided by third parties and required by the Supplier for the
performance of the Services, and for the cost of any materials.
9.3 The Supplier reserves the right to:
9.3.1 increase the charges for the Services on an annual basis with effect from each
anniversary of the Commencement Date in line with the percentage increase in the Retail
Prices Index in the preceding 12-month period and the first such increase shall take effect
on the first anniversary of the Commencement Date and shall be based on the latest
available figure for the percentage increase in the Retail Prices Index;
9.3.2 increase the price of the Goods, by giving notice to the Customer at any time before
delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
(a) any factor beyond the control of the Supplier (including foreign exchange fluctuations,
increases in taxes and duties, and increases in labour, materials and other manufacturing
costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods
ordered, or the Goods Specification; or
(c) any delay caused by any instructions of the Customer in respect of the Goods or failure
of the Customer to give the Supplier adequate or accurate information or instructions in
respect of the Goods.
9.4 In respect of Goods, the Supplier shall invoice the Customer on or at any time after
completion of delivery. In respect of Services, the Supplier shall invoice the Customer
monthly in arrears.
9.5 The Customer shall pay each invoice submitted by the Supplier:
9.5.1 within 30 days of the date of the invoice, unless such other period for payment is
specified in the Supplier’s invoice; and
9.5.2 in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
9.6 All amounts payable by the Customer under the Contract are exclusive of amounts in
respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply
for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer
shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional
amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the
same time as payment is due for the supply of the Services or Goods.
9.7 If the Customer fails to make a payment due to the Supplier under the Contract by the
due date, then, without limiting the Supplier's remedies under clause 14 (Termination), the
Customer shall pay interest on the overdue sum from the due date until payment of the
overdue sum, whether before or after judgment. Interest under this clause 9.7 will accrue
each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a
year for any period when that base rate is below 0%.
9.8 All amounts due under the Contract shall be paid in full without any set-off,
counterclaim, deduction or withholding (other than any deduction or withholding of tax as
required by law).
10. Intellectual property rights
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services
(other than Intellectual Property Rights in any materials provided by the Customer) shall be
owned by the Supplier.
10.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer
of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the
Contract to use the Deliverables (excluding materials provided by the Customer) for the
purpose of receiving and using the Services and the Deliverables in its business. The
Customer acknowledges and agrees that all Intellectual Property Rights shall remain in the
Supplier.
10.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by
clause 10.2.
10.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-
transferable licence to copy and modify any materials provided by the Customer to the
Supplier for the term of the Contract for the purpose of providing the Services to the
Customer.
11. Data protection and data processing
11.1 The Customer and the Supplier acknowledge that for the purposes of the Data
Protection Act 1998, the Customer is the Data Controller and the Supplier is the data
processor in respect of any Personal Data.
11.2 The Supplier shall process the Personal Data only in accordance with the Customer's
instructions from time to time and shall not process the Personal Data for any purposes
other than those expressly authorised by the Customer.
11.3 The Supplier shall take reasonable steps to ensure the reliability of all its employees
who have access to the Personal Data.
11.4 Each party warrants to the other that it will process the Personal Data in compliance
with all applicable laws, enactments, regulations, orders, standards and other similar
instruments.
11.5 The Supplier warrants that, having regard to the state of technological development
and the cost of implementing any measures, it will:
11.5.1 take appropriate technical and organisational measures against the unauthorised or
unlawful processing of Personal Data and against the accidental loss or destruction of, or
damage to, Personal Data to ensure a level of security appropriate to:
(a) the harm that might result from such unauthorised or unlawful processing or accidental
loss, destruction or damage; and
(b) the nature of the data to be protected; and
11.5.2 take reasonable steps to ensure compliance with those measures.
11.6 Each party agrees to indemnify and keep indemnified and defend at its own expense
the other party against all costs, claims, damages or expenses incurred by the other party or
for which the other party may become liable due to any failure by the first party or its
employees or agents to comply with any of its obligations under this clause 11.
11.7 The Customer acknowledges that the Supplier is reliant on the Customer for direction
as to the extent to which the Supplier is entitled to use and process the Personal Data.
Consequently, the Supplier will not be liable for any claim brought by a Data Subject arising
from any action or omission by the Supplier, to the extent that such action or omission
resulted directly from the Customer's instructions.
11.8 The Supplier may authorise a third party (subcontractor) to process the Personal Data
provided that the subcontractor's contract: 13
11.8.1 is on terms which are substantially the same as those set out in this agreement; and
11.8.2 terminates automatically on termination of this agreement for any reason.
12. Confidentiality
12.1 Each party undertakes that it shall not at any time disclose to any person any
confidential information concerning the business, affairs, customers, clients or suppliers of
the other party, except as permitted by clause 12.2.
12.2 Each party may disclose the other party's confidential information:
12.2.1 to its employees, officers, representatives, subcontractors or advisers who need to
know such information for the purposes of carrying out the party's obligations under the
Contract. Each party shall ensure that its employees, officers, representatives,
subcontractors or advisers to whom it discloses the other party's confidential information
comply with this clause 12; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
12.3 Neither party shall use the other party's confidential information for any purpose other
than to perform its obligations under the Contract.
13. Limitation of liability: the customer's attention is particularly drawn to this clause.
13.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
13.1.1 death or personal injury caused by its negligence, or the negligence of its employees,
agents or subcontractors;
13.1.2 fraud or fraudulent misrepresentation;
13.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act
1982 (title and quiet possession);
13.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and
quiet possession); or
13.1.5 defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 13.1, the Supplier shall not be liable to the Customer, whether in
contract, tort (including negligence), for breach of statutory duty, or otherwise, arising
under or in connection with the Contract for:
13.2.1 loss of profits;
13.2.2 loss of sales or business;
13.2.3 loss of agreements or contracts;
13.2.4 loss of anticipated savings;
13.2.5 loss of use or corruption of software, data or information;
13.2.6 loss of or damage to goodwill; and
13.2.7 any indirect or consequential loss.
13.3 Subject to clause 13.1, the Supplier's total liability to the Customer, whether in
contract, tort (including negligence), breach of statutory duty or otherwise, arising under or
in connection with the Contract, shall in no circumstances exceed the total amount paid by
the Customer in the 12 months prior to a claim being brought by the Customer.
13.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms
implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest
extent permitted by law, excluded from the Contract.
13.5 This clause 13 shall survive termination of the Contract.
14.Termination
14.1 Without affecting any other right or remedy available to it, the Supplier may terminate
the Contract by giving the other party not less than one months' written notice.
14.2 Without affecting any other right or remedy available to it, either party may terminate
the Contract with immediate effect by giving written notice to the other party if:
14.2.1 the other party commits a material breach of its obligations under the Contract and
(if such breach is remediable) fails to remedy that breach within a period of 14days after
receipt of notice in writing to do so;
14.2.2 the other party takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement with its creditors
(other than in relation to a solvent restructuring), being wound up (whether voluntarily or
by order of the court, unless for the purpose of a solvent restructuring), having a receiver
appointed to any of its assets or ceasing to carry on business;
14.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to
carry on all or a substantial part of its business; or
14.2.4 the other party's financial position deteriorates to such an extent that in the
terminating party's opinion the other party's capability to adequately fulfil its obligations
under the Contract has been placed in jeopardy.
14.3 Without affecting any other right or remedy available to it, the Supplier may terminate
the Contract with immediate effect by giving written notice to the Customer if:
14.3.1 the Customer fails to pay any amount due under the Contract on the due date for
payment; or
14.3.2 there is a change of control of the Customer.
14.4 Without affecting any other right or remedy available to it, the Supplier may suspend
the supply of Services or all further deliveries of Goods under the Contract or any other
contract between the Customer and the Supplier if the Customer fails to pay any amount
due under the Contract on the due date for payment, the Customer becomes subject to any
of the events listed in clause 14.2.2 to clause 14.2.4, or the Supplier reasonably believes that
the Customer is about to become subject to any of them.
15. Consequences of termination
15.1 On termination of the Contract:
15.1.1 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding
unpaid invoices and interest and, in respect of Services and Goods supplied but for which no
invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by
the Customer immediately on receipt;
15.1.2 the Customer shall return all of the Supplier Materials and any Deliverables or Goods
which have not been fully paid for. If the Customer fails to do so, then the Supplier may
enter the Customer's premises and take possession of them. Until they have been returned,
the Customer shall be solely responsible for their safe keeping and will not use them for any
purpose not connected with this Contract.
15.2 Termination of the Contract shall not affect any rights, remedies, obligations and
liabilities of the parties that have accrued up to the date of termination, including the right
to claim damages in respect of any breach of the Contract which existed at or before the
date of termination.
15.3 Any provision of the Contract that expressly or by implication is intended to have effect
after termination shall continue in full force and effect.
16.Force majeure
16.1 “Force Majeure Event" means any circumstance not within a party's reasonable control
including, without limitation:"
16.1.1 acts of God, flood, storm, drought, earthquake or other natural disaster;
16.1.2 epidemic or pandemic;
16.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for
war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic
relations;
16.1.4 nuclear, chemical or biological contamination or sonic boom;
16.1.5 any law or any action taken by a government or public authority, including without
limitation imposing an export or import restriction, quota or prohibition;
16.1.6 collapse of buildings, breakdown of plant or machinery, fire, explosion or accident;
and
16.1.7 interruption or failure of utility service.
16.2 Neither party shall be in breach of the Contract nor liable for delay in performing or
failure to perform, any of its obligations under the Contract if such delay or failure result
from a Force Majeure Event.
17. Anti-bribery
17.1 Each party shall:
17.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-
bribery and anti-corruption including but not limited to the Bribery Act 2010;
17.1.2 comply with the Supplier’s Mandatory Policies;
17.1.3 not engage in any activity, practice or conduct which would constitute an offence
under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been
carried out in the UK;
17.1.4 have and shall maintain in place throughout the term of this agreement its own
policies and procedures, including but not limited to adequate procedures under the Bribery
Act 2010, to ensure compliance with clause 17.1.1, and will enforce them where
appropriate;
17.1.5 promptly report to the other party any request or demand for any undue financial or
other advantage of any kind received by the Supplier in connection with the performance of
this agreement;
17.1.6 immediately notify the other party (in writing) if a foreign public official becomes an
officer or employee of that party and that party warrants that it has no foreign public
officials as direct or indirect owners, officers or employees at the date of this agreement);
17.1.7 within 12 months of the date of this agreement, and annually thereafter, certify to
the other party in writing signed by an officer of the other party, compliance with this clause
17 and all persons associated with it under clause Error! Reference source not found.. The
party shall provide such supporting evidence of compliance as the other party may
reasonably request.
17.2 Breach of this clause 17 shall be deemed a material breach under clause 14.2.1.
18. General
18.1 Assignment and other dealings
18.1.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate,
declare a trust over or deal in any other manner with any or all of its rights and obligations
under the Contract.
18.1.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a
trust over or deal in any other manner with any of its rights and obligations under the
Contract without the prior written consent of the Supplier.
18.2 Notices
18.2.1 Any notice or other communication given to a party under or in connection with the
Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or
other next working day delivery service at its registered office (if a company) or its principal
place of business (in any other case); or sent by fax to its main fax number or sent by email
to the address specified in the Order.
18.2.2 Any notice or other communication shall be deemed to have been received: if
delivered by hand, on signature of a delivery receipt or at the time the notice is left at the
proper address; if sent by pre-paid first-class post or other next working day delivery
service, at 9.00 am on the Business Day after posting or at the time recorded by the delivery
service; or, if sent by fax or email, at 9.00 am on the next Business Day after transmission.
18.2.3 This clause does not apply to the service of any proceedings or other documents in
any legal action or, where applicable, any other method of dispute resolution.
18.3 Severance. If any provision or part-provision of the Contract is or becomes invalid,
illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to
make it valid, legal and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any modification to or deletion of a
provision or part-provision under this clause shall not affect the validity and enforceability
of the rest of the Contract.
18.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if
given in writing and shall not be deemed a waiver of any subsequent breach or default. A
failure or delay by a party to exercise any right or remedy provided under the Contract or by
law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or
restrict any further exercise of that or any other right or remedy. No single or partial
exercise of any right or remedy provided under the Contract or by law shall prevent or
restrict the further exercise of that or any other right or remedy.
18.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed
to, establish any partnership or joint venture between the parties, constitute either party
the agent of the other, or authorise either party to make or enter into any commitments for
or on behalf of the other party.
18.6 Entire agreement.
18.6.1 The Contract constitutes the entire agreement between the parties and supersedes
and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to its
subject matter.
18.6.2 Each party acknowledges that in entering into the Contract it does not rely on, and
shall have no remedies in respect of any statement, representation, assurance or warranty
(whether made innocently or negligently) that is not set out in the Contract. Each party
agrees that it shall have no claim for innocent or negligent misrepresentation based on any
statement in the Contract.
18.6.3 Nothing in this clause shall limit or exclude any liability for fraud.
18.7 Third parties rights. The Contract does not give rise to any rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of the Contract.
18.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be
effective unless it is agreed in writing and signed by the parties (or their authorised
representatives).
18.9 Governing law. The Contract and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject matter or formation
shall be governed by and construed in accordance with the law of England and Wales.
18.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall
have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes
or claims) arising out of or in connection with the Contract or its subject matter or
formation.