Purchase Terms & Conditions

 DUCKWORTH & KENT TERMS AND CONDITIONS OF PURCHASE 17TH JULY 2018 ISSUE 1 

1. INTERPRETATION
1.1 In these terms and conditions (“Conditions”):
“Contract” means the Purchase Order, which shall incorporate these Conditions, and the Supplier’s acceptance of the Purchase Order;
“Goods” means any goods, materials or articles
(including any part or parts of them) to be supplied to the Purchaser by the Supplier pursuant to the Contract;
“Group” means, in relation to a Party, any company which is a subsidiary or holding company of that Party or a subsidiary of any such holding company (as the terms “subsidiary” and “holding company” are defined in the Companies Act 2006);
“Intellectual Property Rights” means all inventions, patents, registered designs, design rights, database rights, and copyrights, know-how and trademarks (whether registered or not) and the goodwill attaching to any of them and applications for any of them and any right or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world;
“Party” means either the Purchaser or the Supplier as applicable, together being the “Parties”;
“Purchase Order” means the Purchaser’s written instruction to supply the Goods and/or the Services, including any statements of work, specifications, descriptions or other documents attached to, or referred to in, the Purchase Order;
“Purchaser” means Duckworth & Kent (Reading) Limited (company number 920910) whose registered office is at 113 Armour Road, Tilehurst, Reading, Berkshire RG31 6HB;
“Services” means any services or work to be performed by the Supplier pursuant to the Contract; and
“Supplier” means the company, firm or individual named as such on the Purchase Order.
1.2 In the Contract references to: (i) any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced; (ii) the masculine include the feminine and the neuter and vice versa; (iii) the singular include the plural and vice versa; and (iv) Clauses are references to the clauses set out in these Conditions. The headings to these Conditions will not affect their interpretation.

 

 

2. APPLICATION OF CONDITIONS2.1 These Conditions are the only conditions upon which the Purchaser is prepared to deal with the Supplier and they shall govern the Contract to the entire exclusion of all other conditions. The Supplier waives any right which it might otherwise have to rely on its terms and conditions.
2.2 Unless acceptance of these Conditions by the Supplier expressly occurs at an earlier time, the commencement of work in connection with the supply of the Goods or the performance of the Services by the Supplier shall be deemed to be conclusive evidence of the Supplier’s acceptance of these Conditions.

 

 

3. QUALITY
3.1 The Goods and Services shall conform in all respects with the requirements of the Contract (including any variations made in accordance with Clause 22).

 

 

 

 

proper manner. The details of the contents shall be clearly marked on each container and all containers of hazardous materials shall bear prominent and adequate warnings in English and must be accompanied by emergency information in English, in the form of written instructions, labels or similar markings. Unless otherwise agreed, no packaging materials will be returned.

 

 

7. TITLE AND RISK
The Goods shall remain at the risk of the Supplier until delivery to the Purchaser pursuant to Clause 5 is complete. Unless the Goods are rejected pursuant to Clause 8, title to the Goods shall pass to the Purchaser at the time of delivery or at the time of payment for the goods if payment occurs earlier than the time of delivery.

 

 

8. INSPECTION AND REJECTION
8.1 The Purchaser shall have the right to inspect and test the Goods and any deliverables associated with the Services prior to or within a reasonable time after their delivery, at such times as the Purchaser may reasonably require.
8.2 If the Goods or Services do not conform to the Contract including any statements of work, specifications, requirements or descriptions referred to in the Contract, the Purchaser shall inform the Supplier in writing. The Supplier, at the Supplier’s expense, shall immediately take such action as is necessary to ensure conformity to the reasonable satisfaction of the Purchaser.
8.3 Notwithstanding Clause 8.2, where any Goods or Services do not conform to the Contract, the Purchaser shall be entitled:
8.3.1 to reject the Goods (in whole or in part) and return them to the Supplier, at the risk and cost of the Supplier, on the basis that a full refund for the Goods so returned shall be immediately paid by the Supplier; and
8.3.2 to refuse to accept or pay for any further deliveries of the Goods or Services but without any liability to the Supplier;
8.4 Any omission by the Purchaser to undertake, or any approval given during or after, such inspection or testing shall not constitute a waiver of any of the Purchaser’s rights or remedies in respect of the Goods or Services. Any such inspection or testing shall not diminish or otherwise affect the Supplier’s obligations under the Contract.

 

 

9. PRICE AND PAYMENT
9.1 The price of the Goods and Services shall be as stated in the Purchase Order and shall, unless otherwise agreed in writing by the Purchaser, be exclusive of Value Added Tax but inclusive of all other charges.
9.2 Unless otherwise specified in the Purchase Order, the Supplier shall render an invoice within 6 months of completion of the work, unless a VAT invoice is required to be issued at an earlier time. If the Purchaser has to investigate its own records to deal with payment queries after 6 months, the reasonable costs of so doing may be deducted from the amount due.
9.3 Unless otherwise specified in the Purchase Order, the Purchaser shall pay the price of the Goods and Services which meet the requirements of the Contract, NET 30 days from the end of the month. The Supplier is not entitled to submit an invoice until the Goods have been delivered and invoices submitted by the Supplier must not bear a date prior to the date on which the Goods are delivered.
9.4 The Purchaser may at its sole option elect to pay for Goods and Services by credit card. Without prejudice to Clause 9.3, where payment is by credit card, the Purchaser shall make reasonable endeavours to provide the Supplier with its credit card number within 1 working

 

 

 

 

 

 

 

in writing by Buyer’s duly authorised representative. To further mitigate the possibility of the inadvertent use of Counterfeit Parts, Seller shall only purchase authentic parts/components directly from original equipment manufacturers (“OEMs”) and original component manufacturers (“OCMs”) or through the OEM’s/OCM’s authorised distributors. Seller shall make available to Buyer, at Buyer’s request, OEM/OCM documentation that authenticates traceability of the Parts to the applicable OEM/OCM. Purchase of Parts from independent distributors is not authorised unless first approved in writing by Buyer’s duly authorised representative.
11.3 Seller shall maintain a documented system (policy, procedure, or other documented approach) that provides for prior notification to Buyer and Buyer’s written approval before Parts are procured from sources other than OEMs/OCMs or through the OEM’s/OCM’s authorised distributors. Seller shall provide copies of such documentation for its system for Buyer’s inspection upon Buyer’s request. Seller’s system shall be consistent with applicable industry standards including, as a minimum, AS5553 for the detection and avoidance of Counterfeit Parts and Suspect Counterfeit Parts, including policies and procedures for training personnel, designing and maintaining systems to mitigate risks associated with parts obsolescence, making sourcing decisions, prioritising mission critical and sensitive components, ensuring traceability of Parts, developing lists of trusted and non-trusted suppliers, flowing down requirements to subcontractors and suppliers, inspecting and testing parts, reporting and quarantining Counterfeit Parts and Suspect Counterfeit Parts, and taking corrective action.
11.4 Acceptance of Buyer’s Order constitutes confirmation by Seller that it is the OEM, OCM, or a franchised or authorised distributor of the OEM/OCM for the Goods procured under Buyer’s Order. Seller further warrants that OEM/OCM acquisition documentation that authenticates traceability of the Parts is available upon request.
11.5 Seller shall flow the requirements of this Section to its subcontractors and suppliers at any tier for the performance of Buyer’s Order.
11.6 Should Seller become aware of a confirmed or suspect Counterfeit Part that, by any means, has been delivered to Buyer, or acquired for Buyer’s Order whether or not delivered to Buyer, Seller shall notify Buyer in writing as soon as possible but not later than five (5) days of such discovery. Seller shall verify receipt of this notification by Buyer. This requirement shall survive expiration or completion of Buyer’s Order.
11.7 Seller shall be liable for cost of Counterfeit Parts and Suspect Counterfeit Parts and the cost of rework or corrective action that may be required by Buyer to remedy that use or inclusion of such Parts.
11.8 Seller shall quarantine suspect counterfeit electronic parts and counterfeit electronic parts, and make them available for investigation by appropriate government authorities.

 

 

 

12. INTELLECTUAL PROPERTY
12.1 All Intellectual Property Rights in any statements of work, specifications, instructions, plans, drawings, patterns, models, designs or other material furnished to or made available to the Supplier by the Purchaser shall, subject to the rights of third parties, remain vested solely in the Purchaser.
12.2 The purchase price for the Goods and Services includes all the irrevocable, perpetual, royalty-free rights for the Purchaser to use all Intellectual Property Rights incorporated in the Goods for its own purpose and in its business anywhere in the world.
12.3 The Supplier hereby assigns to the Purchaser all new Intellectual Property Rights generated in the course of supplying the Goods and/or Services pursuant to the Contract.

 

 

 

 

Title in all Goods and any deliverables associated with the Services shall pass to the Purchaser on such payment, and (if not already delivered) shall be delivered to the Purchaser at that time.
14.2 Either Party shall have the right to terminate at any time by giving the other Party written notice to terminate the Contract immediately if:
14.2.1 the other Party commits a material breach of the Contract which (if capable of remedy) it fails to remedy within 30 days of receipt of written notice of the same;
14.2.2 any distress, execution or other process is levied upon any of the assets of the other Party;
14.2.3 the other Party enters into any compromise or arrangement with its creditors, commits any act of bankruptcy or if an order is made or an effective resolution is passed for the other Party’s winding up (except for the purposes of amalgamation or reconstruction as a solvent company), or if a petition is presented to Court, or if a receiver/manager, administrative receiver or administrator is appointed in respect of the whole or any part of the other Party’s undertaking or assets;
14.2.4 the other Party ceases or threatens to cease to carry on its business; or
14.2.5 the financial position of the other Party deteriorates to such an extent that, in the reasonable opinion of the non-defaulting Party, the capability of the other Party to adequately fulfil its obligations under the Contract has been placed in jeopardy.
14.3 The expiry or termination of the Contract, however arising, will be without prejudice to the rights and obligations of the Parties which have accrued prior to expiry or termination. The provisions of Clauses 10, 11, 13, 15, 17, 18, 19, 22 and 26 shall survive expiry or termination of this Contract howsoever arising.

 

 

15. REMEDIES
15.1 Without prejudice to any other rights or remedies which the Purchaser may have under the Contract or otherwise, if any Goods or Services are not supplied in accordance with, or the Supplier fails to comply with, the Conditions, the Purchaser shall be entitled to avail itself of one or more of the following remedies, whether or not any part of the Goods or Services have been accepted by the Purchaser:
15.1.1 to carry out, at the Supplier’s expense, any work necessary to make the Goods or Services comply with the Contract, including obtaining the Goods or Services in substitution from another Supplier; and
15.1.2 to claim such damages as may have been sustained as a result of the Supplier’s breaches of the Contract.

 

 

16. HEALTH AND SAFETY
16.1 The Supplier shall ensure that the Goods are designed and/or constructed and/or supplied so as to be safe and without risk to the health and safety of persons using or affected by the same.
16.2 The Supplier represents and warrants that the Supplier has made available to the Purchaser adequate health and safety information about the Goods and about any conditions necessary to ensure that when put to use the Goods will be safe and without risk to health.
16.3 Where any access to the Purchaser’s premises is necessary in connection with delivery, performance or installation, the Supplier and its sub-contractors shall at all times comply with any security and health and safety

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchaser or (as the case may be) to the address of the Supplier shown on the Purchase Order or to such other address as either the Supplier or the Purchaser (as the case may be) may substitute by written notice to the other Party.
21.2 Notice shall be deemed given: (i) if sent by first class post or international overnight courier, three days after posting or sending by courier excluding the day of posting or sending; (ii) if delivered by hand, on the day of delivery; or (iii) if sent by facsimile at the time of transmission during normal UK business hours.

 

 

22. COMPLIANCE WITH ROHS REGULATIONS
The Supplier shall be responsible for ensuring that any Goods, and all components forming part of any Goods, shall comply with the requirements of the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2018 (“RoHS
Regulations”). In respect of all Goods supplied under the Contract, the Supplier shall, upon the Purchaser’s request, provide a certification in a form acceptable to the Purchaser that the Goods supplied are in compliance with RoHS Regulations.

 

 

23. COMPLIANCE WITH WEEE REGULATIONS
In supplying any Goods the Supplier shall, at its own expense, comply with the requirements of the Waste Electrical and Electronic Equipment Regulations 2013 to the extent that they apply to any Goods being supplied. The Supplier shall be responsible for the collection and disposal of any such Goods at the end of their life and for any cost associated with such collection and disposal including, where requested by the Purchaser, in respect of the collection and disposal of Goods from any end user that the Purchaser sells those Goods on to. Upon commencement of the Contract, the Supplier shall provide the Purchaser with details of the arrangements it has in place for the collection and disposal of such Goods.

 

 

24. MISCELLANEOUS
24.1 Failure or delay by the Purchaser in enforcing any provision of the Conditions shall not be a waiver of any of the Purchaser’s rights under the Contract or of the right at any time subsequently to enforce that provision or any other provision of the Contract.
24.2 No amendment or variation to this Contract shall be binding on the Purchaser unless it is agreed by the Parties in writing and issued as a written Purchase Order amendment by the Purchaser.
24.3 A person who is not a Party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract to enforce any term of the Contract, provided that any member of the Purchaser’s Group which is involved in procuring Goods or Services from the Supplier under this Contract shall have the right to enforce any of the Conditions to the extent that it applies to the Goods or Services which it procures. The Parties shall not be under any obligation to seek the consent of any member of the Purchaser’s Group in relation to any amendment to the Contract. This Clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
24.4 If any provision of these Conditions is held by any competent authority to be illegal, unenforceable or unreasonable in whole or in part it shall, to that extent, be deemed severable and the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

 

 

25. SUSTAINABILITY
The Supplier shall work with the Purchaser to identify opportunities to improve sustainability in the delivery of

to accomplish this goal. Seller agrees to provide information to Buyer necessary for Buyer to comply with its conflict minerals reporting requirements.

 

 

28. DATA PROTECTION
28.1 In performing the Services and/or its obligations under this Contract, the Supplier shall comply with and ensure that its staff, contractors, subcontractors and agents
comply with the Data Protection Act 2018 as amended (“the Act”). The following terms shall have the meanings ascribed to them within the Act: “Data Controller”; “Data Processor”; “Personal Data”.
28.2 Unless otherwise agreed in writing, the Supplier shall:
28.2.1 act as Data Processor and comply with the instructions of the Purchaser as Data
Controller;
28.2.2 only process Personal Data of the Purchaser to the extent and in such manner as is necessary for it to carry out its obligations under this Contract;
28.2.3 implement appropriate technical and organisational measures to protect such Personal Data against unauthorised or unlawful processing, loss and/or corruption of data;
28.2.4 take reasonable steps to ensure the reliability of its staff with access to such Personal Data;
28.2.5 not cause or permit such Personal Data to be transferred outside of the European Economic Area, and
28.2.6 refrain from using such Personal Data for marketing and/or promotional purposes or disclosing such Personal Data to third parties for such purposes.
28.3 The Purchaser reserves the right to audit compliance by the Supplier against its procedures for the control of Personal Data upon reasonable prior notice. The Supplier shall retain all records as are necessary to support proper control of Personal Data and/or any such audit. Any breach by the Supplier of its obligations under this Clause 25 shall constitute a material breach of the Contract.
29. GOVERING LAW AND JURISDICTION
29.1 This Contract and any dispute or claim arising out of or in connection with it (whether such disputes are contractual or non-contractual in nature, such as claims in tort, for breach of statute or regulation, or otherwise) shall be governed by and construed in accordance with English law.
29.2 Each Party hereby irrevocably submits to the exclusive jurisdiction of the English Courts PROVIDED THAT each Party shall have the right to enforce a judgment of the English Courts in a jurisdiction in which the other Party is incorporated or in which any assets of the other Party may be situated.

3.2 The Goods shall be safe, durable, free from defects in design, materials and workmanship, fit for the purpose for which they are supplied and for any other purpose made known to the Supplier by the Purchaser in writing, and the Services shall be performed with professional

skill and care and in accordance with best industry practice.

3.3 Unless otherwise stated in the Contract, the Goods and Services shall conform to all relevant British and European standards and with the requirements of any applicable statutes, orders, regulations or bylaws from time to time in force.

3.4 If any of the Goods or Services fail to conform to any of the provisions in this Clause, the Purchaser shall be entitled to any remedies available at law or under the Contract.

3.5 The Supplier shall at all times during the term of the Contract maintain a suitable quality management system such as one which complies with the principles of ISO 9001. For the avoidance of doubt, this does not extend to a requirement on the Supplier to obtain certification under ISO 9001.

 

4. TERM

Subject to any earlier termination in accordance with these Conditions, the term of the Contract shall be as specified in the Purchase Order.

 

 

5. DELIVERY OF GOODS / PERFORMANCE OF SERVICES

5.1 The Goods shall be delivered by the Supplier carriage insurance and duty paid to the place stated in the Purchase Order or such other place of delivery as is specified by the Purchaser in writing prior to delivery of the Goods and in accordance with any additional instructions stated on the Purchase Order.

5.2 Time for delivery shall be of the essence. The Goods shall be delivered on the date stated on the Purchase Order or, if no such date is stated, within 28 days of the date of the Purchase Order. Any Services and associated deliverables shall be performed and delivered by the times specified in the Purchase Order.

5.3 Goods shall be delivered to, and only accepted by, the Purchaser during the following hours:

Monday – Thursday: 07.30 – 16.30 hours

Friday: 07.30 – 11.45 hours

5.4 If the Purchaser provides any access to premises, labour or equipment in connection with the delivery of, or the performance of any services forming the whole or part of, the Goods, such access shall be provided at the risk of the Supplier.

5.5 If Goods are delivered to the Purchaser in excess of the quantities ordered, the Purchaser shall not be bound to pay for the excess. The excess will remain at the Supplier’s risk and will be returnable at the Supplier’s expense.

 

6. LABELLING AND PACKING

6.1 The Supplier shall ensure that each delivery is accompanied by a delivery note which shows the Purchase Order number, date of order, number of packages, the net, gross and tare weights of the Goods and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.

6.2 The Supplier shall ensure that the Goods shall be packed in accordance with best practice for environmental packaging current from time to time and marked in a

 

 

 

 

day of the date of placement of the Purchase Order by the Purchaser with the Supplier. The Supplier shall be responsible for claiming such credit card payments from the Purchaser’s nominated card merchant and must claim within a maximum period of 6 weeks from the date that the card number is supplied, failing which any such claim will cease to be valid. The Purchaser shall not be liable for any failure or delay in such payments directly or indirectly attributable to its nominated card merchant. 

9.5 Any invoice which, when taking into account all other invoices already submitted, is for a cumulative value above that of the Purchase Order will be rejected by the Purchaser. 

9.6 The Purchaser cannot guarantee to make payment on time for any invoice which is not sent to its official Accounts Payable address as detailed on the Purchase Order. 

9.7 The Supplier shall not be entitled to claim any payment following the expiry of 2 years after the date of completion of the supply of the Goods or Services to which they relate. 

9.8 Without prejudice to any other rights or remedies, the Purchaser reserves the right to set off any amount owing at any time from the Supplier to the Purchaser against any amount due to the Supplier under the Contract. 

9.9 If the Purchaser fails to pay any sum properly due pursuant to the Contract, the Purchaser shall, upon written request, pay simple interest to the Supplier on such sum from the due date for payment specified in this Clause at an annual rate equivalent to the base lending rate from time to time of Lloyds TSB Bank plc plus 2 percentage points. Such interest shall accrue on a daily basis until payment is made. 

 

 

10. WARRANTY 

10.1 Unless otherwise specified in the Purchase Order, the Goods and any deliverables associated with the Services shall comply with the requirements of the Contract for 12 months from putting into service or 18 months from the date of delivery in accordance with Clause 5, whichever shall be the shorter. 

10.2 If the Purchaser, within the warranty period or within 30 days thereafter, gives written notice to the Supplier of any defect in any Goods or deliverables arising during the warranty period under proper and normal use, the Supplier shall, without prejudice to any other rights or remedies which the Purchaser may have, immediately take such action as is necessary to remedy the defects (whether by repair, replacement or re-performance as the Purchaser shall elect) at the Supplier’s expense. 

 

 

11. COUNTERFEIT PARTS 

11.1 As used herein, “Part” means any material, product, component, device, module, assembly, subassembly, or the like sold or delivered by Seller or Buyer either as Goods or as a constituent part of a Goods. “Counterfeit Part” means a Part that is (a) an unauthorised copy or substitute that has been identified, marked, and/or altered by a source other than the Part’s legally authorised source and has been misrepresented to be an authorised item of the legally authorised source, and/or (b) previously used parts provided or represented as “new”. A Part is a “Suspect Counterfeit Part” is visual inspection, testing, or other information provide reason to believe that the Part may be a Counterfeit Part. As used herein, “authentic” means (a) genuine, (b) from the legitimate source claimed or implied by the marking and design of the Part offered, and (c) manufactured by, or at the behest and to the standards of, the manufacturer that has lawfully applied its name and trademark for that model/version of the Part. 

11.2 Seller represents and warrants that only new and authentic Parts and materials are used in Goods required to be delivered to Buyer and that such Goods contain no Counterfeit Parts. No other Part other than a new and authentic Part shall be used unless approved in advance 

 

 

 

 

12.4 The Supplier shall keep the Purchaser indemnified in full against all liability, actions, suits, claims, demands, losses, charges, costs and expenses (including legal and other professional fees and expenses) incurred by the Purchaser as a result of or in connection with any infringement or alleged infringement of any Intellectual Property Rights caused by the use, manufacture or supply of the Goods and/or Services (as applicable). 

 

 

13. CHANGES 

13.1 Buyer may at any time, by written change order or similar instrument issued by a duly authorised representative of Buyer, make changes within the general scope of Buyer’s Order including changes to (a) specifications, drawings, designs, or description of Services, (b) method of shipment or packaging, (c) reasonable adjustments in quantities or delivery schedules or both, and (d) place of delivery. Seller shall comply promptly with such direction. 

13.2 If Buyer’s change order causes an increase or decrease in the cost of performance or in the time required for performance, an equitable adjustment shall be made to the Order price and/or delivery schedule and Buyers Order shall be modified in writing accordingly. Any claim for adjustment under this Section shall be deemed waived unless asserted in writing within twenty (20) days from the date of receipt by Seller of the change order, provided, however, that Buyer, if it decides that the facts justify such action, may receive and act upon such claim submitted at any time prior to final payment under Buyers Order. Any such claim must set forth the amount of any increase or decrease in the cost of performance resulting from the change in the format and detail reasonably specified by Buyer. Failure to agree upon an equitable adjustment shall not receive Seller from proceeding without any delay in performance of Buyer’s Order as changed. 

13.3 Buyers engineering and technical personnel may from time to time render assistance, give technical advice, or exchange information with Seller’s personnel in relation to Buye’rs Order. Such assistance, advice, and/or exchange of information shall not be constructed as Buyer’s consent or authority to effect any changes to Buyers Order or the Goods and/or Services provided thereunder. Under no circumstances shall any resulting change in Goods and/or Services or provisions of Buyers Order be binding upon Buyer unless incorporated as a change in accordance with paragraph (13.1) above. 

13.4 Where the cost of property made obsolete or excess as a result of a change order is included in Seller’s claim for adjustment pursuant to this Section, Buyer shall have the right to prescribe the manner of disposition of such property. 

13.5 Seller shall provide Buyer not less than ninety (90) days prior written notice of any organisational, operational, or other changes that may affect the Seller’s performance of Buyer’s Order, including, but not limited to (a) the relocation of any of Seller’s facilities involved in the manufacture Goods under Buyer’s Order, (b) any significant changes in Seller’s processes or manufacturing operations affecting the Goods, (c) or any significant changes to Seller’s workforce that impacts Buyer’s Order, and (d) the refusal, suspension, withdrawal, or revocation of a relevant quality or manufacturing approvals or certificates. 

 

 

14. TERMINATION 

14.1 The Purchaser shall have the right at any time to terminate the Contract (in whole or in part) for convenience by giving the Supplier not less than 30 days written notice, whereupon all work on the Contract shall be discontinued. The Supplier will take all reasonable steps to mitigate the effects of termination. Upon termination under this Clause the Purchaser shall pay to the Supplier fair and reasonable compensation for workin-progress at the time of termination but such compensation shall not include loss of anticipated profits or any indirect or consequential loss. 

 

 

 

 

 

16.4 In the event that any of the Supplier’s employees, contractors or subcontractors require unescorted security pass access to any of the Purchaser’s sites or premises, the Supplier shall ensure that such employees, contractors or subcontractors produce a completed basic level Criminal Records Declaration form that is less than 6(six) months old, from Disclosure Scotland or the Disclosure and Barring Services to accompany their security check application pack prior to accessing such site or premises. A breach of this Clause 14 shall be deemed to be a material breach of the Contract. 

 

 

17. CONFIDENTIALITY 

17.1 Save for information which is in the public domain (otherwise than by a breach of this Clause), each Party shall keep confidential and not disclose or use other than for the purpose of this Contract any technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one Party to the other Party or its representatives and any other confidential information concerning the other Party’s business or its products which the other Party may obtain or learn. 

17.2 Each Party shall restrict disclosure of such confidential material belonging to the other Party, to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the its obligations or exercising its rights under the Contract and shall ensure that such employees, agents or subcontractors are subject to like obligations of confidentiality as are contained in this Clause. 

 

 

18. ASSIGNMENT AND SUB-CONTRACTING 

18.1 The Supplier shall not be entitled to transfer its rights or obligations under the Contract, or subcontract the Contract or any part of it, without the prior written consent of the Purchaser (which shall not be unreasonably withheld). 

18.2 The Purchaser has the right to transfer its rights and obligations under the Contract or any part of it upon written notice to the Supplier. 

 

 

19. DISPUTE RESOLUTION 

19.1 If any dispute arises out of or in connection with this Contract (“Dispute”) the Parties undertake that they will seek to have the Dispute resolved amicably by use of an alternative dispute resolution procedure acceptable to both Parties. Either Party will be entitled to initiate the process by written notice to the other. 

19.2 If the Dispute has not been resolved to the satisfaction of either Party within 30 days of initiation of the procedure pursuant to Clause 17.1 or if either Party fails or refuses to participate in or withdraws from participating in the procedure then either Party may refer the Dispute to the Courts in accordance with Clause 26. 

19.3 Nothing in this Clause 17 shall restrict or prevent either Party from seeking injunctive relief at any time. 

 

 

20. PUBLICITY 

Neither the Supplier nor the Purchaser shall, for publicity purposes without the prior written consent and approval of the other Party: (i) make use of the other Party’s name or the name of that Party’s personnel, customers or agents; or (ii) refer to the other Party or the Contract in any advertisement announcement or notice, except to the extent required by law or any competent regulatory body. 

 

 

21. NOTICES 

21.1 A notice given under or in connection with the Contract must be in writing and delivered by hand or sent by first class post or by confirmed facsimile to the address of the 

 

 

 

Goods and Services. This shall include identifying and implementing practices, where reasonably possible, to reduce environmental impact by, for example (but not limited to) reducing packaging, making delivery frequency and scheduling more efficient, reducing energy consumption, reducing CO2 emissions and minimising hazardous material content in products. The Supplier acknowledges the importance of sustainability within its own operations. 

 

 

26. BUSINESS ETHICS, SANCTIONS AND MODERN SLAVERY 

26.1 Each Party shall comply with the Bribery Act 2010 and any other anti-corruption and anti-bribery laws, legislation, regulations or directives (“Anti-Corruption Legislation”) which apply to its business or which apply in the place where the Contract is performed. Each Party will not, and will procure that its employees, subcontractors, agents and representatives will not, engage in any activity, practice or conduct which would constitute an offence under any Anti-Corruption Legislation. In addition the Supplier shall maintain in place policies and procedures governing its business ethics which ensures it complies with the requirements of the Purchaser’s. 

26.2 The Supplier shall and shall procure that any organisation in the Supplier’s Group shall: (i) comply with any trade, financial or other sanctions regime imposed by the UN, EU, UK, US (including regimes administered by the United States Department of the Treasury, Office of Foreign Assets (“OFAC”) and Her Majesty’s Treasury) and any other such regime which applies in relation to the Supplier’s business (“Sanctions”); and (ii) ensure that it shall not supply any goods or other items pursuant to the Contract from, or on behalf of, a “Restricted Person” (being any person who is listed as, or owned or controlled by any person listed as, targeted by Sanctions 

(including but not limited to persons on the “Specially Designated Nationals and Blocked Persons” list issued by OFAC and the “Consolidated List of Financial Sanctions Targets in the UK” issued by OFAC and the “Consolidated List of Financial Sanctions Targets in the UK” issued by Her Majesty’s Treasury, or located or incorporated in any country which is the target of country-wide Sanctions)), nor use any monies paid by the Purchaser for the benefit of a Restricted Person. 

26.3 The Supplier shall comply with the Modern Slavery Act 2015 and any other modern slavery laws, legislation, regulations or directives (“Modern Slavery Legislation”) which apply to its business or which apply in the place where the Contract is performed. The Supplier will not and will procure that its employees, subcontractors, agents and representatives will not, engage in any activity, practice or conduct which would constitute an offence under any Modern Slavery Legislation. 

26.4 A breach of this Clause 24 shall be deemed to be a material breach of the Contract. 

 

 

27. CONFLICT MINERALS 

Buyer is committed to responsible sourcing from its suppliers, and Seller warrants that it has policies and procedures in place to determine whether parts and products supplied to Buyer are DRC conflict free (i.e., do not contain metals derived from “conflict minerals”). Conflict minerals include columbite-tantalite (tantalum), cassiterite (tin), gold, wolframite (tungsten), or their derivatives that directly or indirectly finance or benefit armed groups through mining or mineral trading in the Democratic Republic of the Congo or an adjoining country. Seller further warrants that it has established policies, due diligence frameworks, and management systems consistent with the Organization for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas that are designed