1. DEFINITIONS
(a) "The Company" shall mean Prima Electronic Services Limited.
(b) "The Customer" shall mean the purchaser of the Goods.
(c) "The Quotation" shall mean any quotation or tender for the supply of the Goods.
(d) "The Goods" shall mean all goods and services embodied in the Order.
(e) "The Order" shall mean the Customer's offer to purchase the Goods on the Conditions.
(f) "The Conditions" shall mean the terms and conditions contained herein.
(g) "The Contract" shall mean the Company's written acceptance of the Order.
(h) "The Customer Supplied Items" shall mean all instructions information piece parts or equipment which are necessarily supplied by the Customer for the initial or ongoing execution of the Order.
(i) "Delivery" shall be ex-works.
2. GENERAL
2.1 In the event of inconsistency between the Conditions and those of the Customer or any other party the Conditions will prevail.
2.2 Any variation in the Conditions shall be made in writing and signed by an authorised officer of both parties.
2.3 Any forbearance shown by either party in respect of any of the Conditions shall not be a waiver of any rights under the Conditions.
2.4 The Customer shall not assign the Contract or any rights thereunder without the written consent of the Company.
2.5 The headings in the Conditions are for convenience only and shall not affect the construction thereof.
3. CONFIDENTIALITY
3.1 The Company shall keep confidential any information supplied or disclosed by the Customer and the Company shall not disclose any such information to any third party without the written permission of the Customer except insofar as this is strictly necessary for preparation of any Quotation or execution of any Order.
3.2 The Customer shall keep confidential any information supplied or disclosed by the Company and the Customer shall not disclose any such information to any third party without the written permission of the Company except insofar as this is strictly necessary for execution of any Order.
4. SALES LITERATURE
Whilst every effort is made to ensure that technical specifications, drawings, etc. are accurate the Company shall not be liable for the consequences of any errors or omissions therein.
5. DURATION OF QUOTATIONS
The Company reserves the right to withdraw or cancel any Quotation without notice at any time prior to an appropriate Order being received and accepted in writing by the Company and Quotations shall be deemed to be withdrawn if no such Order is received within 30 days of the date of the Quotation or such different period as is stated in the Quotation.
6. ORDER ACCEPTANCE
The Order must be in writing and must be accompanied by sufficient Customer Supplied Items for the Company to proceed with execution of the Order in default of which the Company shall be at liberty to amend the Quotation price to cover any increase in cost which has occurred between the Order date and the provision of the Customer Supplied Items. The Company reserves the right at any time by notice in writing to the Customer to cancel any Contract for the supply of Goods in the event of the Customer failing to provide sufficient Customer Supplied Items for the initial or ongoing execution of the Order. Acceptance of the order shall be made in writing to the Customer.
7. PRICE VARIATION
The Company reserves the right to vary the price for the Goods to take account of any increase in cost incurred in or resulting from any modification to the order at the Customer's request or from any modification or delay caused by the Customer Supplied Items or from non-provision of the Customer Supplied Items. In addition, if there are any significant cost increases between order placement with Prima and Prima ordering of all electronic components, this cost escalation will be borne by the customer.
8. INVOICING DATES
If a delay in production of the Goods results from any modification to the Order at the Customer's request or from any modification or delay caused by the Customer Supplied Items or from non-provision of the Customer Supplied Items then the Company reserves the right to invoice the value of work done to that point on the same date as if no delay had occurred.
9. LIABILITY FOR DELAY
Any times quoted for Delivery of all or any part of the Goods are from the date of the Company's written acceptance of the Order and are estimates only and are not of the essence. The time for Delivery shall be extended by a reasonable period if a delay in Delivery is caused by the Customer or by industrial dispute or by any cause beyond the reasonable control of the Company. The Company shall not be responsible for the consequences of any delay.
10. CANCELLATION
Once accepted by the Company an Order cannot be cancelled by the Customer or reduced in value except upon terms which indemnify the Company against any actual or anticipated loss including resultant loss for under utilised capacity.
11. HEALTH AND SAFETY
11.1 The Company hereby gives notice that it has available information or product literature concerning health and safety aspects of such materials as are specified by the Company and used in the manufacture of the Goods when used in the manner for which they have been designed and tested. Unless the Customer requests such information prior to the Company accepting the Order in writing it will be assumed that the necessary data are already in the Customer's possession and that the information and advice available from the Company is not required.
11.2 Where the Customer specifies processes or supplies components or other items for use in manufacture of the Goods it shall ensure that sufficient information on the health and safety aspects of such products is made available to the Company to enable their use in a manner which minimises any associated risks and hazardous consequences.
11.3 The Customer shall be solely responsible for and shall keep the Company indemnified against any loss, liability or expense arising from use of the Goods other than in accordance with the Company's operating instructions or (where no such instructions exist) in a manner which could not reasonably be considered acceptably safe and with minimum risk.
12. INSPECTION AND TEST
If inspection and/or tests other than those specified in the Quotation are required by the Customer these will be charged to the Customer. If inspection and/or testing in the presence of a Customer representative is required by the Customer, then the Customer will be informed when the Goods are ready for inspection and/or testing. If the Customer representative does not attend within 7 days, then the inspection and/or testing will proceed and shall be deemed to have taken place with the Customer representative present.
13. PERFORMANCE
The Company will accept no liability for failure to attain any performance figures claimed by it unless it has specifically guaranteed them. Before the Customer becomes entitled to reject the Goods the Company shall be given reasonable time and opportunity for rectification of performance. If the Customer becomes entitled to reject the Goods the Company will repay to the Customer any sum paid to the Company on account of the Contract price but that shall be the limit of the Company's liability and the Company shall not be liable for the consequences of any failure to perform.
14. STORAGE
The Company will notify the Customer of Delivery. If after 7 days the goods have not been collected by the Customer or its agent the Company shall be entitled to arrange insurance and storage either at its own works or elsewhere on behalf of the Customer and the Customer shall pay the Company its reasonable charge for this insurance and storage.
15. RISK
Delivery of the Goods is ex-works and risk in the Goods shall pass to the customer at Delivery notwithstanding that title does not pass to the customer until full payment for the Goods is received by the Company.
16. CONSEQUENTIAL LOSS OR DAMAGE
Save as herein expressly provided the Company shall not be liable for any loss or damage direct of consequential whether in contract tort or otherwise of whatsoever nature or to whomsoever or whatsoever caused arising out of or through the use of any Goods supplied by the Company. The Customer shall indemnify the Company against all claims made against the Company by any third party in respect thereof.
17. INFRINGEMENT OF COPYRIGHT, PATENT, ETC.
In the event of it coming to the notice of the Company that any work done on any Goods specified in the Order infringes or is alleged to infringe any patent registered design copyright or any other rights in the Goods then the Company shall have the right to cease work on the Order or to be bound by the Conditions and shall retain title to the Goods and the Customer shall indemnify the Company against all claims that might be made against the Company for such infringement or alleged infringement or for royalties and against all costs expenses and other payments arising therefrom and the Customer shall pay the Company the value of that part of the work done on the Order prior to cessation.
18. PRICE AND PAYMENT
18.1 Prices in Quotations are exclusive of Value Added Tax and this will be added to the invoice price where appropriate.
18.2 For a Customer with a credit account payment in full without discount of the invoiced price is due at the end of the month following the invoice date, or as separately agreed in writing with the Customer. For all credit accounts, unless a formal query is raised in writing concerning a particular charge or invoice, all payments from the Customer will be treated as payments on account and allocated to oldest outstanding charges first. For a Customer without a credit account payment in full without discount of the invoiced price is due as separately agreed in writing with the Customer. Time is of the essence in payment of invoices and if payment is overdue the Company reserves the right to suspend Deliveries and/or to suspend ongoing work and/or cancel the Contract and/or charge interest on overdue amounts at the rate 5% per annum over the Base Lending Rate of Barclays Bank PLC.
19. TITLE
The Customer agrees that prior to full payment being made the Company may at any time repossess the Goods and enter upon the Customer's premises and remove the Goods therefrom (and dispose of the same in any manner which the Company may decide) in the event that either the Customer does not pay any sums due to the Company by their due date, or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986 or is otherwise unable to pay its debts, and prior to such payment title shall not pass to the Customer and the Customer shall keep such Goods as fiduciary agent of the Company.
20. WARRANTY
20.1 The Company will at its discretion replace or repair free of charge any of the goods found to its satisfaction to be defective by reason of faulty materials or workmanship provided the Goods are returned to the Company carriage paid immediately the Customer becomes aware of the defect and in any event no later than 1 (one) year after Delivery and provided further that the Goods have not been incorporated into a larger product and provided that the Goods have not been tested, used, stored or maintained in a manner or for a purpose other than that for which they were specified, designed and tested, and provided further that the defect does not arise from Customer Supplied Items.
20.2 In the case of Goods or their components or other parts not manufactured by the Company its liability shall in no circumstances extend beyond the liability to the Company of the manufacturer of such Goods components or other parts.
20.3 Where the Company has reason to believe that the storing testing or usage applied by the Customer or his agent or customer may be giving rise to defects and rejection by the Customer, the Customer shall afford the Company's personnel reasonable access to the workplace in the premises in which the storage testing or usage is occurring in order to assist in the assessment of liability in a fair and reasonable manner and to permit suitable corrective action by both parties as appropriate.
20.4 For Goods returned hereunder and found not to be defective or if the defect is found to be the responsibility of the Customer the Goods will be returned to the Customer and the Customer will pay the Company's reasonable handling and testing charge.
20.5 The Company's obligation to repair or replace the Goods is the sole liability of the Company (except in the case of death or personal injury caused by negligence within the meaning of Section I of the Unfair Contract Terms Act 1977) and all other representations warranties conditions terms and statements express or implied statutory or otherwise are hereby excluded.
20.6 Having regard to the ability of the Customer to obtain insurance cover in respect of the Goods the liability of the Company shall in any event be limited to the invoiced price of the Goods.
The supplier shall grant right of access to the client, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain; and ensure that the supplier(s) are aware of their contribution to product or service conformity; their contribution to product safety; and the importance of ethical behaviour.
21. TYPE APPROVAL
Any formal Type Approval applicable to the Goods is the sole responsibility of the Customer.
22. FORCE MAJEURE
22.1 The Company shall have the right to cancel or delay Delivery or to reduce the quantity delivered if it is prevented from or hindered in or delayed in Delivery of the Goods through any circumstances beyond its reasonable control including but not limited to strikes lock-outs labour disputes armed conflict civil disturbance riot fires floods acts of God acts of Government or currency restrictions.
22.2 In the event of a manufacturing sector shutdown, work from home order, or other similar event, the Company will make all reasonable efforts to accept new, and complete existing, orders in support of the Customer’s commitment to the medical and defence sectors.
23. DEFAULT
If the Customer shall commit any breach of the Contract or be or become insolvent or unable to pay its debts or commit any act of bankruptcy or (being a limited company) go into liquidation other than a voluntary liquidation for the purpose of amalgamation or reconstruction only or have a receiver appointed of its undertakings or assets or a substantial part thereof or have any execution levied upon its goods or assets the Company may without notice terminate the Contract or the unfulfilled part thereof without prejudice to any other right or remedy which the Company may lawfully enforce or exercise.
24. LAW
The Conditions and the Contract shall be governed by English Law.
1. DEFINITIONS
1.1 In
these Conditions:
(a) "Contract"
means the contract between the Purchaser and the Supplier consisting of the
Purchase Order, these Conditions, and any other documents (or parts thereof)
specified in the Purchase Order;
(b) "Delivery
Date" means the date on which the Goods are to be delivered to the
Purchaser, as specified in the Purchase Order;
(c) "Goods"
means any such goods supplied to the Purchaser by the Supplier pursuant to or
in connection with the Purchase Order;
(d) "Price" means the price of
the Goods as specified in the Purchase Order;
(e) "Purchaser" means the Buyer;
(f) "Purchase
Order” means the document setting out the Purchaser's requirements for the Contract;
(g) "Supplier"
means the person, firm or company who is the supplier of the Goods named in the
Purchase Order;
(h) “Client” means Purchaser;
(i)
“Contractor” means Supplier;
(j) "Services"
means any such service supplied to the Purchaser by the Supplier pursuant to or
in connection with the Purchase Order.
1.2 The
headings in these conditions are for convenience only and shall not affect its
construction or interpretation.
2. VARIATION
2.1 These
Conditions may only be varied with the written agreement of the Purchaser.
2.2 The Purchaser reserves the right by
reasonable notice to the Supplier to vary the Goods detailed in the Purchase
Order and any alteration to the Price or delivery date arising by reason of
such modification shall be agreed between the parties and evidenced in writing.
2.3 The Contract shall become binding, and
these Conditions shall be deemed to have been accepted by the Supplier on the
acceptance of the Purchase Order by the Supplier (either verbally or in
writing) or on delivery of the Goods, whichever is the earlier.
3. GOODS and SERVICES
3.1 The
Supplier warrants and represents to the Purchaser that the Goods and/or
Services shall:
3.1.1 Conform in all respects with any
particularities or specification specified in the Purchase Order including any variations;
3.1.2 Conform in all respects with the
requirements of any statutes, orders, regulations, or by-laws from time to time
in force;
3.1.3 Be of satisfactory quality and free from
defects in materials and workmanship; and
3.1.4 Be fit and sufficient for the purpose for
which such goods and/or services are ordinarily used and for any particular
purpose made known to the Supplier by the Purchaser and the Purchaser relies on
the skill and judgement of the Supplier in the supply of the Goods and/or
Services and the execution of the Purchase Order.
4. COUNTERFEIT
PARTS – ELECTRONIC COMPONENTS/SERVICES
4.1 Suppliers may only purchase electrical
component and parts procured directly from the Original Component manufacturer
(OCMs), the Original Equipment Manufacturer (OEMs), or through the OCM/OEM’s
authorised distribution chain unless first approved in writing by Prima
Electronic Services Ltd. through the submission and approval of a deviation /
waiver. Any use of Non-Franchised Distributors (Brokers) or other sources is
not authorised, unless first approved in writing by the submission and approval
of a Prima Electronic Services Ltd. deviation / waiver.
4.2 Unauthorised
material substitutions are not permitted. Unauthorised material substitution
includes any deviation from the design drawing, applicable specifications,
product specification, form, size, shape, chemistry, melt method, origin,
temper / condition, product testing or surface finish. Material substitutions
shall be approved by Prima Electronic Services Ltd. prior to being shipped.
5. PRICE
5.1 The Supplier shall not increase the
Price unless it is validly accepted by the Purchaser and agreed in writing
before the execution of the Purchase Order.
5.2 Unless expressly agreed otherwise
between the parties in writing, the Price shall be inclusive of all delivery
and insurance costs, VAT and any other applicable sales taxes, duties, or
levies.
5.3 Unless otherwise agreed in writing by
the Purchaser, the Supplier shall render a separate invoice in respect of each
consignment of the Goods delivered under the Purchase Order. The Purchaser undertakes to pay correctly
submitted invoices within 30 days of receipt from the day of physical or
electronic arrival at the nominated address of the Purchaser. Invoices shall
not be rendered by the Supplier until completion of delivery of all the Goods
which are the subject of the Purchase Order or of the consignment (as
appropriate).
5.4 A
valid invoice is one that is:
(a) Delivered in time in accordance with
the contract;
(b) That is for the correct sum;
(c) In
respect of goods / services supplied or delivered to the required quality (or
are expected to be at the required quality);
(d) Which quote the relevant purchase
order / contract reference where used;
(e) Which has been delivered to the
nominated address.
5.5 The Purchaser specifically reserves the
right to withhold or deduct by way of set-off or otherwise from any monies due
or to become due to the Supplier any monies due to the Purchaser from the
Supplier.
5.6 The Purchaser shall not be liable for
any orders or amendments to orders other than those issued or confirmed on the
official Purchase Order and shall not be responsible for the payment of the
Price for Goods supplied in excess of those required
by the Purchase Order.
5.7 No payment of or on account of the
Price shall constitute any admission by the Purchaser as to proper performance
by the Supplier of its obligations under the Contract.
6. DELIVERY
6.1 The Goods shall be delivered to the
place named on, and in accordance with, the Purchase Order. Delivery shall be
completed when the Goods have been unloaded at the point of delivery specified
in the Purchase Order and delivery has been accepted by the Purchaser or its
authorised representative. Any access to premises and any labour and equipment
that may be provided by the Purchaser in connection with delivery shall be
provided without acceptance by the Purchaser of any liability whatsoever or
howsoever arising and the Supplier shall indemnify and keep indemnified the
Purchaser and the Crown in respect of any actions, suits, claims, demands,
losses, charges, costs and expenses (including legal expenses and
disbursements) which the Purchaser or the Crown may suffer or incur as a result
of or in connection with any damage or injury (including death) occurring in
the course of delivery or installation to the extent that any such damage or
injury is attributable to any act, omission or negligence of the Supplier or
any of its sub-contractors.
6.2 Where any access to the premises is
necessary in connection with delivery or installation, the Supplier and its
sub-contractors shall at all times comply with the
reasonable requirements of the Purchaser's Head of Security or other authorised
representative.
6.3 The time of delivery shall be of the
essence for the purposes of the Contract and failure to deliver by the Delivery
Date shall enable the Purchaser (at its option) to release itself from any
obligation to accept and pay for the Goods and/or to cancel all or part of the
Goods under the Purchase Order, in either case without prejudice to its other
rights and remedies.
6.4 The Supplier's failure to effect
delivery on the Delivery Date specified shall entitle the Purchaser to purchase
substitute Goods and to hold the Supplier accountable for any
and all loss and/or additional costs incurred as a result of such
failure.
6.5 Failure by the Purchaser to exercise
its options under Conditions 6.3 and/or 6.4 in respect of any part of a
Purchase Order shall not be deemed to constitute a waiver with respect to any
subsequent part of that Purchase Order.
6.6 If Goods are delivered before the
Delivery Date, the Purchaser shall be entitled to its sole discretion to refuse
to take delivery or to charge for insurance and storage of the Goods until the
Delivery Date.
6.7 Unless otherwise stated in the Purchase
Order, the Supplier is responsible for obtaining the cost of all the export and
import licences for the Goods, and in the case of the Goods supplied from
outside the UK, the Supplier shall ensure that accurate information is provided
to the Purchaser as to the country of origin and the Supplier shall be liable
for additional duties or taxes should the country of origin prove to be
different to the one stated.
7. OWNERSHIP AND RISK
Ownership
and risk in the Goods shall - without prejudice to any of the rights or
remedies of the Purchaser (including the Purchaser's rights and remedies under
Condition 8 below) - pass to the Purchaser on delivery.
8. DAMAGE IN TRANSIT
8.1 On despatch of any consignment of the
Goods, the Supplier shall send to the Purchaser at the address for delivery of
the Goods an advice note specifying the means of
transport, the place and date of despatch, the number of packages and their
weight and volume.
8.2 The Supplier shall, free of charge and
as quickly as possible, either issue a credit, repair
or replace (as the Purchaser shall elect in its sole discretion) such of the Goods
as may either be damaged in transit or having been placed in transit fail to be
delivered to the Purchaser provided that:
8.2.1 In the case of damage to such Goods in
transit the Purchaser shall within thirty (30) days of delivery give notice to
the Supplier that the Goods have been damaged; and
8.2.2 In the case of non-delivery the Purchaser
shall (provided that the Purchaser has been advised of the despatch of the
Goods) within ten (10) days of the notified date of delivery give notice to the
Supplier that the Goods have not been delivered.
9. INSPECTION, REJECTION AND GUARANTEE
9.1 Nothing contained in these Conditions
shall in any way detract from the Supplier's obligations under common law or
statute or any express warranty or condition contained in the Purchase Order.
9.2 The Supplier shall permit the Purchaser
or its authorised representatives to make any inspections or tests it may
reasonably require in relation to the Goods and the Supplier shall afford all
reasonable facilities and assistance free of charge at the Purchaser's
premises. The Supplier shall make good any defects or deficiencies in the event
of any failure (in the sole opinion of the Purchaser) to comply with the terms
of the Purchase Order or the Contract. No failure to make a complaint at the
time of such inspection or tests and no approval given during or after such
tests or inspections shall constitute a waiver by the Purchaser of any rights
or remedies in respect of the Goods.
9.3 The Purchaser may by written notice to
the Supplier reject any of the Goods which fail to meet the requirements in the
Contract. Such notice shall be given
within a reasonable time after delivery to the Purchaser of the relevant goods.
If the Purchaser rejects any of the Goods pursuant to this Condition 9.3, the
Supplier shall at the Purchaser's sole option (without prejudice to its other
rights and remedies) either:
9.3.1 Refund to the Purchaser the Price in
respect of the defective Goods, or
9.3.2 Repair the defective Goods as quickly as
possible or (as the Purchaser shall elect in its sole discretion) replace the
defective Goods with Goods which comply in all respects with the requirements
under the Contract.
9.4 The Supplier shall guarantee the Goods
for a period of twelve (12) months from installation or eighteen (18) months
from delivery, whichever shall be the shorter (subject to any alternative
guarantee arrangements agreed in writing between the Purchaser and the
Supplier). If the Purchaser shall,
within such guarantee period or within thirty (30) days thereafter, give notice
in writing to the Supplier of any defect in any of the Goods that have arisen
during the guarantee period under proper and normal use, the Supplier shall
(without prejudice to any of the Purchaser's other rights and remedies) as
quickly as possible remedy such defects (whether by repair or replacement as the
Purchaser shall elect in its sole discretion) without cost to the Purchaser.
9.5 Any Goods rejected or returned by the
Purchaser pursuant to this Condition 8 shall be returned to the Supplier at the
Supplier's risk and expense.
10. LABELLING AND PACKAGING
10.1 The Goods shall be packed and marked in a
proper manner and in accordance with the Purchaser's instructions and any
statutory requirements and any requirements of the carriers. In particular the
Goods shall be marked with the Order Number, the net, gross and the weights,
details of the contents shall be clearly marked on each container and all
containers of hazardous goods (and all relating documents) shall bear prominent
and adequate warnings. The Supplier shall
indemnify and keep indemnified the Purchaser and/or the Crown (as appropriate)
against all actions, suits, claims, demands, losses, charges, costs, and
expenses (including legal expenses and disbursements) which the Purchaser or
the Crown (as appropriate) may suffer or incur as a result of
or in connection with any breach of this Condition 10.1.
10.2 All packaging materials will be
considered non-returnable and will be destroyed unless the Supplier's advice note states that such materials will be charged for unless
returned. The Purchaser accepts no
liability in respect of the non-arrival at the Supplier's premises of empty
packages returned by the Purchaser.
11. INTELLECTUAL PROPERTY
11.1 Except to the extent that the Goods are
supplied in accordance with designs provided by the Purchaser, it shall be a
condition of the Purchase Order that none of the Goods will infringe any
patent, trade mark, design right (whether registered or not), copyright or any
other right in the nature of intellectual property of any third party and the
Supplier shall indemnify and keep indemnified the Purchaser against all
actions, suits, claims, demands, losses, charges, costs and expenses (including
legal expenses and disbursements) which the Purchaser or the Crown (as
appropriate) may suffer or incur as a result of or in connection with any
breach of this Condition
11.2 All materials, equipment, software,
inventions, specifications, instructions, plans or any form of intellectual
property right in any of the foregoing ("Intellectual Property"):
11.2.1 Furnished to or made available to the
Supplier by the Purchaser pursuant to the Purchase Order are hereby assigned to
and shall remain vested solely in the Purchaser; and
11.2.2 The Supplier shall not (except to the extent
necessary for the implementation of the Purchase Order) without prior written
consent of the Purchaser, use or disclose any such Intellectual Property or any
information (whether or not relevant to the Contract) which the Supplier may
obtain pursuant to the Contract and in particular (but without prejudice to the
generality of the foregoing) the Supplier shall not refer to the Purchaser or
the Contract in any advertisement without the Purchaser's prior written
agreement.
12. HEALTH AND SAFETY
12.1 The Supplier represents and warrants to
the Purchaser that the Supplier has satisfied itself that:
12.1.1 All necessary tests and examinations have been
made or will be made prior to delivery of the Goods to ensure that the Goods
are designed, manufactured, supplied and installed so
as to be safe and without risk to the health or safety of persons using the
same; and
12.1.2 That it has made available to the Purchaser
adequate information about the use for which the Goods have been designed and
have been tested and about any conditions necessary to ensure that when put to use the Goods will be safe and without risk to
health.
12.2 In any event, the Supplier will comply
with the duties imposed on it by the Health & Safety at Work etc. Act 1974
or any amendment thereto and of all other statutory provisions, rules, and
regulations so far as they are applicable.
The Supplier shall indemnify and keep indemnified the Purchaser against any and all actions, suits, claims, demands, losses,
charges, costs and expenses (including legal expenses and disbursements) which
the Purchaser may suffer or incur as a result of or in connection with any
breach of this Condition 12.
13. INDEMNITY AND INSURANCE
13.1 Without prejudice to any rights or
remedies of the Purchaser (including the Purchaser's rights and remedies under
Condition 9 above) the Supplier shall indemnify and keep indemnified the
Purchaser against any and all actions, suits, claims, demands, losses, charges,
costs and expenses (including legal expenses and disbursements) which the
Purchaser may suffer or incur as a result of or in connection with any damage
to property or in respect of any injury (including death) to any person which
may result directly or indirectly from any defect in the Goods or the negligence,
acts or omissions of the Supplier or any of its employees, agents or
sub-contractors.
13.2 The Supplier shall take out and maintain
with a reputable insurance company a policy or policies of insurance that are
normal for contracts of this nature and covering all the matters which are the
subject of indemnities under these Conditions.
13.3 The Supplier shall at the request of the
Purchaser produce the relevant policy or policies together with receipts or
other evidence of payment of the latest premium.
13.4 The Supplier shall be liable under the
provisions of the Contract (including Condition 13.1) whether
or not it complies with the insurance provisions in this Condition 13.
13.5 Nothing in these Conditions or the
Contract shall exclude or limit the liability of either party for death or
personal injury caused by its negligence or for fraudulent misrepresentation.
14. CONFIDENTIALITY
14.1 The Supplier shall procure that its staff
shall keep secret and do not disclose any information of a confidential nature
or designated as subject to the Official Secrets Acts 1911 to 1989, obtained by
reason of the Contract except information which is in the public domain
otherwise than as required to be by reason of a breach of this Condition 14 or
disclosed by law.
14.2 The provisions of this Condition 14 shall
apply during the continuance of the Contract and after its termination
howsoever arising without limitation in time.
14.3 The Client may, at its sole discretion,
redact information from the Contract prior to publishing for one or more of the
following reasons:
(a) National security;
(b) Personal data;
(c) Information protected by intellectual
property law;
(d) Information which is not in the
public interest to disclose;
(e) Third party confidential information;
(f) IT security; or
(g) Prevention of fraud.
14.4 The Client may consult with the
Contractor to inform its decision regarding any redactions, but the Client
shall have the final decision in its absolute discretion.
14.5 The Contractor shall assist and cooperate
with the Client to enable the Client to publish this Contract.
15. TERMINATION
15.1 In the event of a material breach of the
Contract by either party, the non-breaching party may terminate the Contract
with immediate effect by notice in writing.
15.2 The Purchaser may terminate the Contract
with immediate effect by notice in writing to the Supplier if at any time: -
15.2.1 The Supplier passes a resolution that it be
wound-up or that an application be made for an administration order or the Supplier applies to enter into a voluntary
arrangement with its creditors;
15.2.2 A receiver, liquidator, administrator, supervisor,
or administrative receiver be appointed in respect of the Supplier's property, assets,
or any part thereof;
15.2.3 The court orders that the Supplier be
wound-up or a receiver of all or any part of the Supplier's assets be appointed;
16.2.4 The Supplier is unable to pay its debts in
accordance with Section 123 of the Insolvency Act 1986;
15.2.5 The Supplier (being an individual or
partnership) is declared or adjudicated bankrupt or enters
into any arrangement or composition with its creditors.
15.3 Nothing in this Condition 15 shall affect
the coming into, or continuance in force of any provision of the Contract which
is expressly or by implication intended to come into force or continue in force
upon termination of the Contract.
16. ASSIGNMENT AND SUB-CONTRACTING
16.1 The Supplier shall not without the prior
written consent of the Purchaser assign or transfer the benefit or burden of
the Contract.
16.2 No sub-contracting by the Supplier shall
in any way relieve the Supplier of any of its responsibilities under the Contract.
16.3 Where the Purchaser enters a sub-contract
with a supplier or contractor for the purpose of performing the Contract, it
shall cause a clause to be included in such sub-contract which requires payment
to be made to the supplier or contractor within a specified period not
exceeding thirty (30) days from receipt of a valid invoice as defined by the
sub-contract requirement.
17. NOTICES
Any
notices to be given under the Contract shall be delivered personally or sent by
post or by email to the Buyer (in the case of the Purchaser) or to the address
set out in the Purchase Order (in the case of the Supplier). Any such notice
shall be deemed to be served, if delivered personally, at the time of delivery,
if sent by post, 48 hours after posting or, if sent by email, 12 hours after delivery.
18. SEVERABILITY
If
any provision under this Contract is or becomes unenforceable, such provision
shall not take effect and shall be deemed to be severed from the remainder of
the Contract to the extent that the remainder of the Contract and the
unaffected part of the provision shall continue to be fully enforceable.
19. WAIVER
No
delay or omission by the Purchaser in exercising any of its rights under the
Contract shall constitute a waiver of that right and any partial exercise of
any such right shall not prevent any future exercise of the right.
20. SUPPLIER CONTRIBUTION TO PRODUCT OR SERVICE CONFORMITY
The supplier shall grant right of access to the client, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain; and ensure that the supplier(s) are aware of their contribution to product or service conformity; their contribution to product safety; and the importance of ethical behaviour.
21. LAW
AND JURISDICTION
The
Contract and any dispute arising under or in any way connected with the subject
matter of the Contract (whether of a contractual or tortious nature or
otherwise) shall be governed by and interpreted in accordance with English Law
and the parties submit to the jurisdiction of the English courts only except
that the Purchaser may seek injunctive relief outside such jurisdiction.
