TERMS AND CONDITIONS OF PURCHASE
H.T. BRIGHAM & COMPANY LIMITED
1. Interpretation
1.1 Definitions.
In these Terms, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Contract: the contract between the Customer and the Supplier for the supply of Goods and/or Services in accordance with these Terms.
Customer: H.T. Brigham & Company Limited registered in England and Wales with company number 00598418 and whose registered office is at Station Road, Coleshill, Birmingham, B46 1JQ.
Customer Materials: has the meaning set out in clause 6.3(i).
Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form or in the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.
Services: the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in either or both of the Order or Specification.
Specification: the description or specification for Services agreed in writing by the Customer and the Supplier.
Supplier: the person or firm from whom the Customer purchases the Goods and/or Services.
Terms: these terms as amended from time to time in accordance with clause 15.9.
1.2 Construction. In these Terms, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a references to a party includes its successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes but excludes e-mails.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Terms.
2.2 The Order shall be deemed to be accepted on the earlier of:
(a) the Supplier issuing written acceptance of the Order; or
(b) any act by the Supplier consistent with fulfilling the Order,
at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 These Terms apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 All of these Terms shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
3. Supply of Goods
3.1 The Supplier shall ensure that the Goods shall:
(a) correspond with their description and any applicable Goods Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgment;
(c) where applicable, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and
(d) comply with all applicable statutory and regulatory requirements relating to health and safety, the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits (“documentation”) that it needs to carry out its obligations under the Contract in respect of the Goods. The Order shall be conditional upon any such documentation being available at the required time in order to perform the Contract in accordance with these Terms.
3.3 The Customer shall have the right to inspect and test the Goods at any time before delivery.
3.4 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not amount to approval by the Customer and shall not in any way reduce or otherwise affect the Supplier’s obligations under the Contract, and the Customer shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
4. Quality Requirements
4.1 The supplier shall establish, implement, maintain, and continually improve a quality management system that meets the requirements ISO 9001 as a minimum. IATF 16949 or AS 9100 is preferred.
4.2 The supplier shall control the performance of external providers, including subcontractors and suppliers, to ensure that all products and services provided to us meet our specified requirements. The supplier shall maintain appropriate records and documentation to demonstrate this control.
4.3 The supplier shall have a process for identifying and controlling nonconforming products and services, including those provided by external providers. The supplier shall take appropriate corrective action to prevent recurrence of nonconformities.
4.4 The supplier shall maintain traceability of all purchased products and services, including raw materials, components, and finished products. The supplier shall provide us with full access to all records and documentation related to traceability upon request.
4.5 The supplier shall notify the customer of any changes to processes, products or services including changes to external providers or locations of manufacture and obtain approval.
4.6 The supplier must flow down the customer requirements to its external providers.
4.7 The supplier shall educate its employees and subcontractors about the risks associated with counterfeit parts and shall train them on how to identify and prevent the use of counterfeit parts.
4.8 Rights of Access: the supplier shall provide us and our representatives with access to all facilities, equipment, and records necessary to ensure that the products and services provided to us meet our specified requirements. The supplier shall allow us and our representatives to conduct audits and inspections of their facilities, equipment, and records to ensure that they are in compliance with the requirements of AS9100, IATF 16949 and any applicable regulatory requirements.
4.9 The supplier shall make all employees aware of relevant aspects of product safety and their contribution to product & service conformity.
5. Delivery of Goods
5.1 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(c) if the Supplier requires the Customer to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
5.2 The Supplier shall deliver the Goods:
(a) on the date specified in the Order or, if no such date is specified, then within 30 days of the date of the Order;
(b) to the Customer’s premises at the address set out at clause 1.1 or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and
(c) during the Customer’s normal hours of business on a Business Day, or as instructed by the Customer.
5.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
5.4 If the Supplier:
(a) delivers less than 90 per cent of the quantity of Goods ordered, the Customer may reject the Goods; or
(b) delivers more than 110 per cent of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods,
and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
5.5 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 7.1.
5.6 Title in the Goods and all Intellectual Property in relation to them, shall vest immediately in the Customer upon creation and risk in the Goods shall pass to the Customer on completion of delivery.
5.7 For the avoidance of doubt, where the supply of Goods or any part thereof is sub-contracted to any third party in order to fulfil a Contract, the Supplier shall procure that the relevant third party enters into a written agreement stating that the Goods and all Intellectual Property in relation to them shall vest in the Customer strictly in accordance with clause 4.6.
5.8 The Supplier shall, immediately on request, deliver all copies of documentation and any other medium whatsoever containing any Intellectual Property Rights relating to the Goods to the Customer.
6. Dies and tools
6.1 In the event that the Supplier manufactures fabricates or otherwise obtains from any source whatsoever dies tools and patterns specifically for the purpose of manufacture of the Goods or any part thereof or in the case of general utility dies tools and patterns where they are to be charged to the Supplier as a specific priced item under the Contract then:
(a) title to such dies tools and patterns (if not previously vested in the Customer) shall vest immediately in the Customer absolutely on creation;
(b) any price quoted by the Supplier for the Goods shall include cost of the dies tools and/or patterns where required by the Supplier for the performance of this Contract and if no separate priced item is included in the quotation then the Supplier shall not after the Contract has been concluded be entitled to make any separate or further charge therefor.
6.2 The Supplier shall at any time promptly upon request forthwith deliver up to the Customer all dies, tools and patterns belonging to the Customer and which are in the possession of the Supplier or any other person firm or company who has possession of such dies, tools and patterns through under or by direction of the Supplier. No lien set off claim or counterclaim of the Supplier against the Customer (but without prejudice thereto) shall entitle the Supplier to withhold delivery up of dies tools and patterns as herein provided save that if there is any outstanding charge or cost which has been agreed a specific priced item to be paid by the Customer to the Supplier in respect of any die tool or pattern so requested then such outstanding amount shall first be paid by the Customer to the Supplier before delivery up of such die tool or pattern by the Supplier to the Customer.
6.3 Under no circumstances whatsoever shall the Supplier use the dies tools and patterns referred to in this clause 5.3 otherwise than in the fulfilment of the Customer’s Order or any other Order placed by the Customer with the Supplier for goods of the same specifications.
6.4 The Supplier shall be responsible to ensure the safekeeping and proper maintenance of all dies tools and patterns belonging to the Customer (until such time as the same are returned to the Customer) whether or not the same be in the possession of the Supplier or some other person firm or company having possession through under or by the direction of the Supplier.
7. Supply of Services
7.1 The Supplier shall from the date set out in the Order and for the duration of this Contract provide the Services to the Customer in accordance with the terms of the Contract.
7.2 The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by the Customer.
7.3 In providing the Services, the Supplier shall:
(a) co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;
(b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Contract;
(d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer;
(e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
(f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;
(g) obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
(h) observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises;
(i) hold all materials, equipment and tools, drawings, designs, specifications and data supplied by the Customer to the Supplier in relation to the Goods or their manufacture or otherwise including, without limitation, dies, tools and any appliance related to the manufacture of the Goods (Customer Materials) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not, as appropriate, dispose or use or disclose the Customer Materials other than in accordance with the Customer’s written instructions or authorisation; and
(j) not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services.
8. Customer remedies
8.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, the Customer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
(c) to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or services from a third party;
(d) where the Customer has paid in advance for Services that have not been provided by the Supplier and/or Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier; and
(e) to claim in full for any additional costs, loss and/or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to meet such dates;
and each of the amounts recoverable further to clause 6.1(c), 6.1(d) and 6.1(e) above shall be recoverable on an indemnity basis by the Supplier payable in full, on demand, and keeping the Supplier so indemnified.
8.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting its other rights or remedies, the Customer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e) to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute goods from a third party; and
(f) to claim in full for any additional costs, loss and/or expenses incurred by the Customer arising from the Supplier’s failure to supply Goods in accordance with clause 3.1
and each of the amounts recoverable further to clause 6.2(e) and 6.2(f) above shall be recoverable on an indemnity basis by the Supplier payable in full, on demand, and keeping the Supplier so indemnified.
8.3 These Terms shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
8.4 The Customer’s rights under this Contract are in addition to its rights and remedies implied by statute and common law.
9. Customer’s obligations
The Customer shall:
(a) provide the Supplier with reasonable access at reasonable times to the Customer’s premises for the purpose of providing the Services; and
(b) provide such information as the Supplier may reasonably request for the provision of the Services and the Customer considers reasonably necessary for the purpose of providing the Services.
10. Charges and payment
10.1 The price for the Goods:
(a) shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier’s published price list in force at the Commencement Date; and
(b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods, unless otherwise agreed in writing by the Customer. No extra charges shall be effective unless agreed in writing and signed by the Customer.
10.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
10.3 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 on completion of the Services. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.
10.4 In consideration of the supply of Goods and/or Services by the Supplier, the Customer shall pay the invoiced amounts by no later than 60 days from and including the last day of the calendar month in which a correctly rendered invoice is dated to a bank account nominated in writing by the Supplier.
10.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued 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 Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
10.6 If the Customer fails to pay any amount properly due and payable by it under the Contract, the Supplier shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the base rate for the time being of Lloyds Bank plc accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. This clause shall not apply to payments that the Customer disputes in good faith.
10.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request.
10.8 The Customer may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier under the Contract against any amount payable by the Customer to the Supplier under the Contract.
11. Intellectual property rights
11.1 In respect of the Goods and any goods that are transferred to the Customer as part of the Services under this Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to the Customer, it will have full and unrestricted rights to sell and transfer all such items to the Customer.
11.2 The Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Goods and/all any products of the Services, including for the avoidance of doubt the Deliverables.
11.3 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
11.4 The Supplier shall, promptly at the Customer’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Customer in accordance with clause 10.2.
11.5 Title to and all Intellectual Property Rights in all and any Customer Materials are and shall at all times remain the exclusive property of the Customer.
12. Indemnity
12.1 The Supplier shall on demand fully indemnify and keep the Customer fully indemnified against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Customer as a result of or in connection with:
(a) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim made against the Customer by a third party arising out of, or in connection with, the supply of the Goods or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors; and
(c) any claim made against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.
12.2 For the duration of the Contract and for a period of 12 months thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
12.3 This clause 11 shall survive termination of the Contract.
13. Confidentiality
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 12 shall survive termination of the Contract.
14. Termination
14.1 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:
(a) the Supplier commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing of the breach;
(b) the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
(e) the Supplier (being an individual) is the subject of a bankruptcy petition order;
(f) a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier (being a company);
(h) a floating charge holder over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier;
(j) any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(b) to clause 13.1(i) (inclusive);
(k) the Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or
(l) the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
14.2 Without limiting its other rights or remedies, the Customer may terminate the Contract:
(a) in respect of the supply of Services, by giving the Supplier 30 days’ written notice; and
(b) in respect of the supply of Goods, with immediate effect by giving written notice to the Supplier, in which case the Customer shall pay the Supplier fair and reasonable compensation for any work in progress on any other Goods at the date of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
14.3 In any of the circumstances in these Terms in which the Customer may terminate the Contract, where both Goods and Services are supplied, the Customer may instead terminate part of the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.
15. Consequences of termination
On termination of the Contract or any part of it for any reason:
(a) where the Services are terminated, the Supplier shall immediately deliver to the Customer all Deliverables, whether or not then complete, and return all Customer Materials. If the Supplier fails to do so, then the Customer may without limiting its other rights or remedies enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
(b) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and
(c) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
16. General
16.1 Force majeure: Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable. If such event or circumstances prevent the Supplier from supplying the Goods and/or Services for more than 4 weeks, the Customer shall have the right, without limiting its other rights or remedies, to terminate this Contract with immediate effect by giving written notice to the Supplier.
16.2 Assignment and subcontracting:
(a) The Supplier shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Customer.
(b) The Customer may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
16.3 Notices:
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.
(b) Any notice or communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
(c) This clause 15.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
16.4 Publicity: Neither the fact of the existence of the Contract, any Order content of the Contract or Order nor the name (or identity) of the Company shall be disclosed or used by the Supplier for any advertisement or publicity purpose whatsoever without the prior written consent of the Customer.
16.5 Waiver and cumulative remedies:
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
16.6 Severance:
(a) If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
16.7 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
16.8 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
16.9 Variation: Any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Customer. The Customer may at any time make written changes to the Order and the Supplier shall comply with such changes. If a change affects the time for or cost of performance, a mutually agreed adjustment shall be made in any delivery date, purchase price or both. All claims for adjustment of time of performance or of the price must be raised in writing by the Supplier no later than 30 days from the date of written notification of the change otherwise the change to the Order notified by the Customer shall be deemed to have been accepted in full by the Supplier.
16.10 Governing law and jurisdiction: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
16.11 Ethical behaviour – the supplier shall conduct business in an ethical manner and comply with all applicable laws, regulations, and industry standards. The supplier shall not engage in any unethical or illegal practices, including but not limited to bribery, corruption, or human trafficking. The supplier shall have a code of ethics and shall ensure its employees are aware of the importance of ethical behavior.