7. TITLE AND RISK

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7.1 Goods

• Title and risk in the Goods pass to the Customer upon completion of delivery.

• The Customer becomes the sole owner of all Goods as soon as they are fabricated or acquired by the Supplier, even if payment has not yet been made.

• Ownership by the Customer does not remove its obligation to pay, nor the Supplier’s right to claim payment.

• Customer Materials in the Supplier’s possession are held as a bailment at will. The Supplier acknowledges it is a bailee of the Goods (once fabricated) and of Customer Materials at all times.

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7.2 Equipment

• Equipment always remains the property of the Customer.

• The Supplier has no ownership rights and may only possess and use Equipment for the purpose of performing Services.

 

7.3 Risk and Insurance

• Risk of loss, theft, damage or destruction of Equipment passes to the Supplier on Delivery and continues until the Equipment is redelivered to the Customer (“Risk Period”).

• During the Risk Period, the Supplier shall, at its expense, maintain insurance covering:
  a) Equipment insurance – not less than full replacement value, against all usual risks and any additional risks required by the Customer.
  b) Third-party/public liability insurance – in amounts a prudent operator would insure for, or as otherwise required by the Customer.
  c) Legal/statutory risks – and any other cover reasonably requested by the Customer.

 

7.4 Insurance Policies

• All policies must:

  • give the Customer at least 20 Business Days’ notice before cancellation or material change; and

  • name the Customer as loss payee (if relating to the Equipment).

• The Supplier is responsible for all deductibles.

 

7.5 Notice of Loss
The Supplier shall immediately notify the Customer of any accident, loss or damage to Equipment while in its possession or use.

 

7.6 Customer’s Right to Insure
If the Supplier fails to arrange or maintain insurance, the Customer may do so and recover the cost as a debt from the Supplier.

 

7.7 Evidence of Insurance
The Supplier must provide copies of policies, certificates, and premium receipts on demand.

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7.8 Supplier’s Obligations for Equipment
 

The Supplier must:
a) Store and operate the Equipment in a suitable environment and use trained, competent staff.
b) Comply with all safety and usage instructions.
c) Repair any damage to the Equipment.
d) Keep the Customer fully informed of material matters.
e) Retain possession and control, and notify the Customer of location.
f) Permit Customer inspections at reasonable times.
g) Maintain accurate maintenance records, available on request.
h) Not transfer, sell, underlet, lend or encumber the Equipment without written consent.
i) Not affix the Equipment to land/buildings without consent, and make good any damage caused if removed.
j) Protect the Customer’s ownership rights and, if affixed to property, secure waivers from interested parties so the Customer can recover Equipment.
k) Prevent confiscation, seizure or distress; if it occurs, notify the Customer and use best efforts to recover Equipment, indemnifying the Customer for losses.
l) Not use Equipment unlawfully.
m) Clearly mark the Equipment as Customer property at all times.
n) Return Equipment at the end of the term or on termination, or allow Customer access to remove it.
o) Avoid doing anything that would invalidate required insurances.

 

7.9 Indemnity for Damage
The Supplier shall indemnify the Customer against all losses, damages, costs and liabilities arising from negligence, misuse, mishandling, or breach of obligations in relation to the Equipment.

 

8. PRICE AND PAYMENT

 

8.1

The price for the Goods and/or Services shall be stated in the Order. The price shall be inclusive of all packaging, packing, labelling, insurance, delivery, installation costs and all other costs incurred by the Supplier in relation to the Goods and/or Services and their delivery, and/or performance unless specified expressly to the contrary in the Order.

 

8.2

All sums payable by the Buyer under the Contract are exclusive of VAT, which shall be added (if appropriate) at the rate prevailing at the relevant tax point, but such sums payable under the Contract shall be inclusive of any other tax or duty payable upon such sums.

 

8.3

The Supplier may only invoice the Buyer on or after delivery of the Goods or completion of the performance of the Services and any invoices submitted early shall be deemed received on the date of delivery of the Goods or date of completion of the performance of the Services.  Invoices shall be in such form as the Buyer specifies from time to time and shall be sent to the address for the Buyer set out in the Order. The Supplier shall quote the Buyer’s Order number clearly on each invoice and on all invoice correspondence and advice notes.

 

8.4

Unless otherwise stated in the Order, the Buyer shall pay the price of the Goods or Services within ninety (90) days after the end of the month of the later of:

(a) receipt by the Buyer of an invoice issued in accordance with Condition 8.3.

(b) acceptance of the Goods or Services by the Buyer in accordance with Condition 3. 

 

8.5

If any sum payable under the Contract is not paid when due, then the defaulting party shall pay interest on the overdue amount at the rate of 2% per annum above the Bank of England base rate from time to time. The parties acknowledge and agree that this interest rate represents a substantial remedy and that interest does not apply to payments that the defaulting party disputes in good faith.

 

8.6

The prices charged by the Supplier to the Buyer shall not exceed those prices charged by the Supplier to any other customer purchasing the same or similar goods and/or services in the same or smaller quantities, and the Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier.

 

8.7

If the price is stated in the Order to be on a "time and materials" basis or similar, the Supplier shall give the Buyer access to all documents and information in the Supplier’s possession or under its control to enable the Buyer to satisfy itself that the amount charged by the Supplier is properly and correctly charged in accordance with the Contract and in default the Buyer shall be entitled to withhold payment in whole or in part until such default is rectified to the satisfaction of the Buyer.

 

8.8

If any sums are due to the Buyer (and/or any company within the Buyer’s group of companies) from the Supplier, then the Buyer shall be entitled to exercise the right to set-off such sums against any payments due to the Supplier from the Buyer (and/or any company within the Buyer’s group of companies). The Supplier shall not be entitled to apply any amount due to the Buyer under the Contract in or towards payment of any sum owing by the Buyer to the Supplier in relation to any matter whatsoever.

 

8.9

Any money paid by the Buyer to the Supplier in respect of any Goods or Services rejected under these Conditions (together with any additional expenditure over and above the price specified in the Order reasonably incurred by the Buyer in obtaining other goods or services in replacement of any rejected Goods or Services) shall be paid by the Supplier to the Buyer within seven (7) days of the date of the Buyer's notice demanding the same or, at the Buyer's sole option, shall be deducted from the money still to be paid by the Buyer to the Supplier in relation to such Goods or Services.

 

9. CUSTOMER PROPERTY

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9.1 Ownership and Custody of Customer Materials

The Supplier acknowledges that all Customer Materials, and all associated rights (including, without limitation, Intellectual Property Rights), remain the exclusive property of the Customer. The Supplier will be provided with relevant part numbers, tooling, die numbers, or codes (“Codes”) necessary to fulfil the Order and must maintain accurate records of such Codes at all times.

The Supplier shall:

• Keep the Customer Materials, including records of the Codes, in safe custody at its own risk and insured with a reputable insurer.

• Maintain the Customer Materials in good condition until returned to the Customer, either upon completion of the Order or whenever requested by the Customer, at the Supplier’s sole cost.

• Not dispose of or use the Customer Materials except as expressly authorised in writing by the Customer.

• Mark or label the Customer Materials as the property of the Customer.

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9.2 Supplier’s Failure to Return Materials
If the Supplier fails to return the Customer Materials, the Customer may, without affecting any other rights or remedies, withhold any payments due or which may become due to the Supplier under the Contract or otherwise, without prior notice.

 

9.3 Restriction on Use
Except with the Customer’s written consent (and without prejudice to clause 17.1(b)), the Supplier shall not use the Customer Materials, nor permit any third party to use them, for any purpose other than the supply of Goods or provision of Services to the Customer.

 

9.4 Indemnity for Loss or Damage
The Supplier shall indemnify, and keep indemnified, the Customer against any loss or damage to the Customer Materials, however caused (including the Supplier’s negligence), while in the Supplier’s possession, custody, or control, until returned to the Customer in accordance with clause 9.1.

 

9.5 Access to Customer Premises
The Supplier may enter the Customer’s premises solely as reasonably necessary to supply the Goods and/or Services.

 

9.6 Health, Safety, and Liability
 

The Supplier shall:

• Comply with all reasonable safety standards and the Customer’s health, safety, and standard operating procedures in force at the Premises.

• Report any unsafe working conditions or practices to the Customer.

• Be liable for the acts or omissions of its employees on the Premises.

• Indemnify the Customer against any third-party claims arising from the Supplier’s fulfilment of its obligations under this Contract.

 

10. Discovery of Defects

 

10.1

The Supplier shall immediately notify the Buyer in writing providing all relevant details if it discovers that there is: (i) any defect in the Goods which have been delivered to the Buyer at any time; or (ii) any error or omission in the instructions for the use and/or assembly of the Goods, which causes or may cause any risk of death, injury or damage to property.

 

10.2

The Buyer may at its discretion:

(a) recall any Goods or any other products into which the Goods have been incorporated already sold by the Buyer to its customers; and/or

(b) issue any notification whether in writing or otherwise to its customers about the manner of use or operation of any Goods or any other products into which the Goods have been incorporated already sold by the Buyer to its customers.

 

10.3

The costs associated with clause 10.2 (a) and (b) will be borne solely by the Supplier.

 

11. Indemnity

 

11.1

The Supplier acknowledges that the Buyer places particular reliance upon the Contract and in addition to any other remedy available to the Buyer, the Supplier irrevocably and unconditionally agrees to indemnify the Buyer its employees, sub-contractors and agents in full and on demand and keep them so indemnified against all claims, demands, actions, proceedings and all direct and indirect damages, losses, costs and expenses made against or incurred or suffered by any of them and whether wholly or in part resulting directly or indirectly from the matters listed below whether or not such losses or the consequences of the matters listed below were foreseeable at the date of the Contract:

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(a) any claims that the Goods or Services infringe the Intellectual Property of any third party by reason of the use, purchase or sale by the Buyer of the Goods or Services;

(b) any breach of the Contract by the Supplier, its employees, agents or sub-contractors or any act or omission by any of them;

(c) any liability being incurred under the Consumer Protection Act 1987 in respect of the Goods or as a result of any recall of any Goods already sold by the Buyer to its customers under Condition 10.

 

11.2

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Nothing in these Conditions shall limit or exclude the liability of either party for:

(a) death or personal injury resulting from negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any liability that cannot be otherwise excluded or limited by law.

 

11.3

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Without prejudice to Condition 11.2, the Buyer's total liability arising under or in connection with the Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited as follows:

(a) for non-payment of invoices for Goods and/or Services purchased, to the amount unpaid; or

(b) to the amount of charges paid by the Buyer to the Supplier for Goods and Services purchased pursuant to these Conditions in the twelve (12) months immediately prior to when the cause of action arose.

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12. INSURANCE

 

12.1

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The Supplier shall at its own cost effect and keep in place with reputable insurance companies:

a)public liability insurance for not less than £5 million per claim; and

b)product liability insurance for not less than £5 million per claim.

 

12.2

The Supplier shall on the written request of the Buyer from time to time provide the Buyer with reasonable details of the insurance maintained in force in accordance with this Condition.  The Supplier shall do nothing to invalidate any of the policies maintained in force in accordance with this Condition 12 and shall immediately notify the Buyer of any lapse in coverage or cancellation of the policy.

 

13. CONFIDENTIAL INFORMATION

 

13.1

The Supplier shall keep and procure to be kept secret and confidential all Confidential Information and shall not use nor disclose the same save for the purposes of the proper performance of the Contract or with the prior written consent of the Buyer.

 

13.2

The Supplier shall not make any announcement or otherwise publicise the existence of or disclose to any person the provisions of the Contract without the prior written consent of the Buyer.

 

14. Intellectual Property

 

14.1

Any and all Intellectual Property created or acquired in the course of or as a result of any work carried out by the Supplier under or in pursuance of the Contract: (i) based on designs or Specifications made available by the Buyer to the Seller; and/or (ii) solely and specifically for the benefit of the Buyer, shall, from the date of their creation or acquisition by the Supplier and otherwise promptly upon request by the Buyer, be assigned to the Buyer.

 

14.2

The Supplier shall grant or procure the grant of an adequate licence or sub-licence to the Buyer at no extra cost, of any Intellectual Property which is incorporated or utilised in any Goods or Services provided by the Supplier sufficient to enable the Buyer to make full use of such Goods and/or Services and to repair, update or maintain any work within which such Goods and/or Services are incorporated.

14.3

Any specifications, instructions, plans, drawings, tools, models, patterns, samples, designs or other materials (including copies), gauges, dies, jigs, moulds and any other equipment or articles either supplied by the Buyer to the Supplier in connection with a Contract, and/or paid for by the Buyer under a Contract ("Materials"), and all Intellectual Property in the same, shall remain the property of, and vest in, the Buyer.

 

14.4

All Materials shall be:

(a) maintained in good condition by the Supplier at the Supplier's expense;

(b) insured against all risks by the Supplier for their full replacement value;

(c) used by the Supplier exclusively for the performance of a Contract;

(d) if damaged, lost or destroyed while in the Supplier's possession or control, replaced by the Supplier at the Supplier's expense; and

(e) clearly marked by the Supplier as being the property of the Buyer.

 

14.5

The Supplier hereby agrees and undertakes promptly at the request of the Buyer, but at its own cost, to do all such acts or deeds and execute all such documents as may be required by the Buyer to give effect to the provisions and intentions of this Condition 14.

 

15. TERMINATION

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15.1

Subject to Condition 2.12, the Buyer may immediately terminate the Contract, return or reject (at the Supplier's risk and expense) any Goods already delivered, and to recover any monies paid by the Buyer in respect of any Goods and/or Services (and any additional expenditure incurred by the Buyer), without payment of compensation or other damages caused to the Supplier, by giving notice in writing to the Supplier if any one or more of the following events happens:

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(a) the Supplier commits a breach of any of its obligations under these Conditions which is incapable of remedy;

(b) the Supplier fails to remedy, where it is capable of remedy, or persists in any breach of any of its obligations under these Conditions after having been required in writing to remedy or desist from such breach within a period of thirty (30) days;

(c) the Supplier proposes a voluntary arrangement within the meaning of Section 1 or Section 253 of the Insolvency Act 1986, or an interim order is made in relation to the Supplier under Section 252 of the Insolvency Act 1986, or any other steps are taken or negotiations commenced by the Supplier or any of its creditors with a view to proposing any kind of composition, compromise or arrangement involving the other party and any of its creditors; or

(d) any of the following occur:

(i) the Supplier is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;

(ii) the Supplier calls a meeting for the purpose of passing a resolution to wind it up, or such a resolution is passed.

(iii) the Supplier presents, or has presented, a petition for a winding up order.

(iv) an application to appoint an administrator is made in respect of the Supplier or a notice of intention to appoint an administrator is filed in respect of the Supplier.

(v) any other steps are taken by the Supplier or any other person to appoint an administrator over the Supplier.

(vi) the Supplier has an administrator, administrative receiver, or receiver appointed over all or any part of its business, undertaking, property or assets; or

(vii) the Supplier takes any steps in connection with proposing a company voluntary arrangement or a company voluntary arrangement is passed in relation to it.

 

15.2

The termination of the Contract shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.

 

15.3

Upon termination of the Contract for any reason whatsoever:

(a) (subject to Condition 14.2 above) the relationship of the parties shall cease save as and to the extent expressly provided for in this Condition 15.3.

(b) any provision which expressly or by implication is intended to come into or remain in force on or after termination shall continue in full force and effect; and

(c) the Supplier shall immediately return to the Buyer (or if the Buyer so requests by notice in writing, destroy) all of the Buyer’s property (including the Materials) in its possession at the date of termination including all Confidential Information, together with all copies of such Confidential Information and shall certify that it has done so, and shall make no further use of such Confidential Information.

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16. FORCE MAJEURE

 

16.1

Force Majeure Event means any circumstance not within a party’s reasonable control including:

(a)acts of God, flood, drought, earthquake or other natural disaster.

(b)epidemic or pandemic.

(c)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.

(d)nuclear, chemical or biological contamination or sonic boom.

(e)any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition.

(f)collapse of buildings, fire, explosion or accident; and

(g)interruption or failure of utility service.

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16.2

Neither party shall be liable for any delay or failure to perform its obligations under the Contract to the extent that such delay or failure is caused by an event or circumstance beyond its reasonable control, which could not have been foreseen or, if foreseen, could not reasonably have been avoided.

The Supplier shall use all reasonable efforts to overcome such events or circumstances and to resume performance as soon as possible. If the Supplier is prevented from fulfilling its obligations under the Contract for more than five (5) consecutive Business Days, the Customer may terminate the Contract immediately by giving written notice to the Supplier.

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17. INTELLECTUAL PROPERTY RIGHTS

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17.1 Title and Warranty
The Supplier undertakes, represents and warrants to the Buyer that the Goods and their packaging and labelling shall:

 

(a) be accompanied with accurate, complete and comprehensible instructions for the treatment, assembly, use and/or storage of the Goods;

 

(b) conform to the Specification and with any instructions of the Buyer, and shall otherwise meet the requirements of the Order and the Contract;

 

(c) be of satisfactory quality, free from defects in materials and workmanship and fit for their intended purpose (whether such purpose is implied or expressly stated in the Specification, Orders or Contract);

 

(d) be free from design and other inherent defects (save to the extent that the Goods have been supplied in accordance with designs of the Buyer);

 

(e) comply with all Applicable Law; and

 

(f) conform strictly as to quality, quantity and description with any samples provided by the Supplier for the purpose of supply of goods of that type.

• The Supplier shall use its best endeavours to transfer or assign to the Buyer or otherwise obtain for the benefit of the Buyer any guarantee, warranty or other confirmation of quality, title or fitness for purpose given by any manufacturer of the Goods in respect of the Goods (or part thereof) to the extent that the same is capable of such transfer or assignment to the Buyer or otherwise providing such benefit for the Buyer.

• Where there is any breach of the Supplier’s warranties and/or Condition 17.1 above, or if any obligation, warranty or requirement imposed by, given or stated in the Contract in respect of the Goods or Services is not complied with, or the Goods or any instalment of the Goods are not delivered at the specified time or the Goods delivered are damaged, the Buyer shall be entitled at its sole discretion without liability to the Supplier (arising out of such action) and without prejudice to any other right or remedy the Buyer may have to take one or more of the following actions to:   

 

(a) cancel the Contract and treat the Contract as having never been entered into by the Supplier;

 

(b) reject the relevant Goods (in whole or in part) and any Goods already delivered which cannot be effectively and commercially used by reason of the non-delivery of any undelivered Goods;

 

(c) refuse to accept any subsequent delivery of the Goods;

 

(d) recover from the Supplier any costs reasonably incurred by the Buyer in obtaining substitute goods or services from another supplier;

 

(e) require the Supplier at its sole cost to replace, repair the Goods or carry out such work as is necessary within seven (7) days so that the Goods conform to the Contract, Order and Specification;

 

(f) require the Supplier at its sole cost to re-execute the Services in accordance with the Contract, Order and Specification within seven (7) days;

 

(g) treat this Contract as discharged by the Supplier’s breach and:

(i) delay payment of the price for the Goods and Services until the requirements of this Contract, Order and any Specification are entirely fulfilled;

(ii) refuse to make payment of the price of the Goods or Services; or

(iii) require the repayment of any part of the price of the Goods or Services which the Buyer has paid whether or not the Buyer has previously required the Supplier to repair the Goods, supply any replacement Goods or re-execute the Services; and/or

 

(h) claim such damages as may have been incurred by the Buyer as a result of the Supplier’s breach of the Contract.

• If the Buyer claims that an Order has not been fulfilled or has been incorrectly fulfilled the Supplier shall be deemed to accept the validity of the claim unless it serves written notice on the Buyer disputing the said claim and stating the reasons for its dispute within seven (7) days of the date of the said claim.

• If the Buyer exercises any right under these Conditions the Buyer may at its absolute discretion require the Supplier to collect the relevant Goods forthwith or return the Goods to the Supplier at the Supplier’s cost.

• The Seller will maintain detailed quality control and manufacturing records for the period of at least ten (10) years from the date of supply of Goods or performance of the Services.

• It is the responsibility of the Supplier to acquaint itself with the purposes for which the Goods supplied are to be used.

• When on the Buyer's premises (whether for the purpose of delivering the Goods, performing the Services or otherwise), the Supplier, its employees, agents and subcontractors, shall comply at all times with all safety requirements, regulations and/or other policies of the Buyer that are displayed at the premises or otherwise notified to the Supplier from time to time.

• Any repaired or replacement Goods will be liable to repair or replacement under the terms specified in Condition 17.3(e).

 

17.2 Assignment of Rights
The Supplier assigns to the Customer, with full title guarantee and free of third-party rights, all Intellectual Property Rights in the products of the Services, including (without limitation) the Deliverables.

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17.3 Waiver of Moral Rights
The Supplier shall obtain waivers of all moral rights in the products of the Services, including the Deliverables, to which any individual is now or may become entitled under the Copyright, Designs and Patents Act 1988 (or similar laws in any other jurisdiction).

 

17.4 Further Assurance
At the Customer’s request, the Supplier shall promptly do (or procure to be done) all acts and execute all documents necessary to secure for the Customer the full benefit of the Contract,

 

17.6 Indemnity
The Supplier shall indemnify, and keep indemnified, the Customer against any loss or damage (whether direct, indirect, or consequential, and whether foreseeable or not) suffered by the Customer as a result of any breach of the warranties in clause 17.1.

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17.7 Customer Intellectual Property Rights
The Customer retains valuable Intellectual Property Rights in Customer Materials, Goods Specifications, documents, and information provided to the Supplier. The Supplier may use such rights only for the purpose of producing and supplying Goods to the Customer. All Intellectual Property Rights in the Goods shall vest solely in the Customer, and the Supplier shall take all necessary steps to transfer such rights to the Customer.

 

18. GENERAL

 

18.1 Assignment and Subcontracting
a) The Customer may at any time assign, transfer, charge, subcontract, or otherwise deal with any of its rights or obligations under the Contract.
b) The Supplier may not assign, transfer, charge, subcontract, or otherwise deal with any of its rights or obligations under the Contract without the Customer’s prior written consent.

 

18.2 Notices
a) Any notice or communication under the Contract must be in writing, addressed to the recipient’s registered office (if a company) or principal place of business (if not), or such other address as may be notified in writing. Notices may be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, or fax.
b) Notices are deemed received:

• When delivered personally, at the time left at the address.

• If sent by pre-paid first-class post or recorded delivery, at 9.00 a.m. on the second Business Day after posting.

• If delivered by courier, on the date and time shown on the courier’s delivery receipt.

• If sent by fax, one Business Day after transmission.

c) This clause does not apply to the service of legal proceedings or related documents.

 

18.3 Severance
a) If any provision (or part provision) of the Contract is found by a court or other authority to be invalid, illegal, or unenforceable, that part shall be deleted as necessary, without affecting the validity and enforceability of the rest of the Contract.
b) If deleting part of a provision makes it valid, enforceable, and legal, the provision will apply with the minimum modification required.

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18.4 Waiver
A waiver of any right or remedy under the Contract is only valid if in writing and shall not apply to future breaches or defaults. A party’s failure or delay in exercising any right or remedy does not amount to a waiver of it or prevent further exercise of that right or remedy. No single or partial exercise of any right or remedy prevents further exercise of it or another right or remedy.

 

19. Assignment, Sub-Contracting and The Contract and Third Party Rights

 

19.1

The Buyer reserves the right to perform any of its obligations or exercise any of its rights under the Contract through any other member of the same group of companies provided that any act or omission of any such other company shall be deemed to be the act or omission of the Buyer.

 

19.2

The Contract is personal to the Supplier.  The Supplier shall not assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract without the prior written consent of the Buyer.

 

19.3

The Buyer may assign, delegate, sub-contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract at any time without the prior written consent of the Supplier.

 

19.4

Save for any company within the Buyer’s group of companies (as described in Condition 16.1 above) and the ability for a New Supplier to enforce Condition 17.1 below, no person who is not a party to these Conditions (including any employee, officer, agent, representative or subcontractor of either party) shall have the right (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of these Conditions which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this Condition 19.4.

 

19.5

The parties may, notwithstanding Conditions 19.1 to 19.4, and Section 2(1) of the Contracts (Rights of Third Parties) Act 1999, vary or cancel the Contract by agreement between them without requiring the consent of such third party.

 

19.6 Variation
Except as expressly provided in these Conditions, the Contract may only be varied in writing, signed by a director of the Customer.

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20. Gifts and Bribery

 

20.1

The Supplier undertakes to the Buyer that, during the term of the Contract it will not engage in, consent to or connive in any activity, practice or conduct in any part of the world which would constitute an offence under the Bribery Act 2010, and that it will put in place, maintain and comply with adequate procedures (including those that may be notified to the Supplier by the Buyer from time to time) to prevent any person associated with it (in accordance with section 8 of the Bribery Act) from committing an offence under that Act.

 

20.2

The Customer may require modifications to the design or composition of the Goods or the scope of the Services. Upon written notice, the Supplier shall incorporate such modifications into the Order, and these shall be governed by the Conditions of the Contract.

21. Dispute Resolution Procedure

 

21.1

If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then, except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause:

1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the parties shall attempt in good faith to resolve the Dispute.

2. If the parties are for any reason unable to resolve the Dispute within thirty (30) days of service of the Dispute Notice, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing (ADR notice) to the other party to the Dispute, referring the Dispute to mediation. A copy of the ADR notice should be sent to CEDR.

3. unless otherwise agreed between the parties, the mediation will start not later than twenty-eight (28) days after the date of the ADR notice.

 

21.2

No party may commence any court proceedings in relation to the whole or part of the Dispute until it has attempted to settle the Dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.

 

21.3

If for any reason the Dispute is not resolved within thirty (30) days of commencement of the mediation, the Dispute shall be referred to and finally resolved by the courts of England and Wales in accordance with clause 23.

 

22. General

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22.1

The Supplier shall not exercise any right of lien, general or otherwise and howsoever arising, over any Goods or any other property of the Buyer in the Supplier’s possession, in respect of any sums owed by the Buyer to the Supplier under the Contract or otherwise.

 

22.2

Nothing in these Conditions shall create, or be deemed to create a partnership, or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of the Supplier shall be deemed to be or have become an employee of the Buyer.

 

22.3

No purported alteration or variation of these Conditions shall be effective unless it is in writing, refers specifically to the Contract and is signed by a duly authorised representative of each of the parties.

 

22.4

The waiver by either party of any breach of these Conditions shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision. Any waiver of any breach of these Conditions shall be in writing.

 

22.5

If at any time any part of these Conditions is held to be or becomes void or otherwise unenforceable for any reason under any Applicable Law, the same shall be deemed omitted from these Conditions and the validity and/or enforceability of the remaining provisions of these Conditions shall not in any way be affected or impaired as a result of that omission.

 

22.6

Any notice given under this Agreement shall be in writing and delivered by registered post or e-mail to the address of the party specified in the Order, or such other address as is notified to the other party from time to time.

 

22.7

The Supplier shall not directly or indirectly, for the duration of the Contract and a period of six (6) months thereafter, employ, solicit or entice away, or attempt to employ, solicit or entice away, any personnel of the Buyer.

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23. Governing Law and Jurisdiction

These Conditions, the Contract and any dispute or claim arising out of or in connection with them shall be governed by, and construed in accordance with, the laws of England and Wales and all disputes or claims arising out of or relating to these Conditions and/or the Contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales to which the parties irrevocably submit.