Terms & Conditions of Purchase

1. Definitions and Interpretation

1.1 The following words have the following meaning in these terms and conditions (“Conditions”).

“Applicable Law” means the laws of England and Wales and the European Union and any other applicable laws or regulations, regulatory policies, guidelines or industry codes which are in force from time to time.

“Company” means Vesper Technologies Ltd (company number 08962068, with registered office address Unit 5, Rugby Park Bletchley Road, Heaton Mersey, Stockport, SK4 3EJ).

“Contract” means the contract between the Company and the Supplier for the sale and purchase of the Goods and any Services, in accordance with and under these Conditions, formed pursuant to condition 3.

“Customer” means a customer of the Company for the purchase of the Goods and/or any Services.

“Goods” means the hardware and equipment specified in a Purchase Order, and any computer programs and computer software which are installed on or supplied with such hardware and equipment, and which are either necessary for its operation in the manner contemplated by the Company or are otherwise referred to in the Purchase Order.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation 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” a Purchase Order provided by the Company for Goods and/or Services, which has been accepted by the Supplier in accordance with condition 3.4.

“Personnel” the employees, personnel, contractors and agents engaged by the Supplier in the provision of the Services.

“Purchase Order” means the Company’s written order for Goods and/or any Services.

“Quotation” means the Supplier’s quotation for the Goods.

“Sanctions and Export Controls” means all Applicable Law relating to economic and trade sanctions and export controls of (without limitation) the UK, US and EU and any other sanctions and export control laws and regulations applicable to the Supplier or the Goods.

“Services” means any services to be provided by the Supplier, as a subcontractor of the Company, in respect of the Goods, including the installation of the Goods and/or any repair of the Goods, as set out in a Quotation or Statement of Work.

“Specification” means the description and any technical specification for the Goods, as set out in the Quotation.

“Statement of Work” means a Statement of Work agreed by the parties, setting out any Services to be provided by the Supplier.

“Supplier” means the person, firm or company from whom the Company orders the Goods and/or Services under and in accordance with these Conditions.

1.2 Condition headings do not affect the interpretation of these conditions. References to conditions are to the conditions within these terms and conditions.

1.3 A reference to any statute or statutory instrument shall be construed as including a reference to any modification, extension or re-enactment thereof from time to time.

1.4 Words in the singular include in the plural and vice versa.

1.5 Any words following the terms “including”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Application of conditions

2.1 These Conditions shall apply to and are incorporated into the Contract to the exclusion of any other terms or conditions contained in or referred to in the Supplier’s quotation, sales confirmation, acceptance, correspondence or elsewhere or implied by law, trade custom, practice or course of dealing.

2.2 No addition to, variation of, exclusion or attempted exclusion of the Purchase Order or these Conditions or any of them shall be binding on the Company unless in writing and signed by a duly authorised representative of the Company.

2.3 The United Nations Convention of the International Sale of Goods shall not apply to the Contract.

3. Basis of Sale

3.1 The Supplier shall issue a Quotation for the Goods and/or Services. A Purchase Order issued by the Company constitutes an offer by the Company to purchase the Goods and/or Services set out in the Purchase Order, on and subject to these Conditions.

3.2 The Company shall only be bound by an order if it is issued by an authorised representative of the Company on the Company’s standard Purchase Order form and contains a valid Purchase Order number.

3.3 The Company may withdraw its Purchase Order without liability at any time prior to acceptance by the Supplier under condition 3.4.

3.4 The Supplier shall confirm the Company’s Order, within 2 Business Days’ receipt of the Company’s Purchase Order, at which point the Company’s Purchase Order shall be deemed accepted by the Supplier and shall establish a Contract for the sale and purchase of those Goods or Services on and in accordance with these Conditions.

3.5 Once the Contract has been established, the Supplier may not modify the designs and specifications for Goods without the prior written consent of an authorised representative of the Company.

3.6 It is the Supplier’s responsibility to check the accuracy of any Purchase Order submitted by the Company. If any typographical, clerical or other error or omission is made in any Purchase Order, the Supplier shall notify the Company and the Company shall be entitled to cancel the Contract made pursuant to that Purchase Order at any time prior to dispatch of the Goods, or (where applicable) reject any Goods delivered, without liability save that the Company shall be responsible for the cost of returning the rejected Goods.

4. Quantity and Description

4.1 Subject to condition 3.6, the quantity and description of, and Specification for, the Goods shall be as set out in the Company’s Purchase Order.

4.2 Unless the Company has agreed otherwise in writing, the Supplier shall deliver the exact specified quantities of items comprised in the Goods in accordance with the Purchase Order. Without affecting its other rights and remedies, the Company reserves the right to reject incomplete deliveries and to return excess quantities at the Supplier’s risk and expense.

5. Delivery, RISK, DEFECTS AND DAMAGE

5.1 The Supplier shall deliver the Goods or make the Goods available for collection by the Company on the date specified in the Purchase Order or, if no such date is specified, on such date as is agreed by the parties in writing or, if no such date is agreed, within 28 days of the date of the Purchase Order. Time is of the essence as to the delivery of the Goods under the Contract and the Company may, in respect of any late delivery:

• (a) cancel the Contract in whole or in part without incurring any liability to the Supplier;
• (b) refuse to collect or to accept any subsequent delivery of any Goods which the Supplier attempts to make; and

the Supplier shall indemnify the Company against any liabilities, losses, damages, costs, charges, and penalties suffered or incurred by the Company (including any liquidated damages imposed on the Company by the Customer) as a result of late delivery of the Goods.

5.2 The Supplier shall use its reasonable endeavours to assist the Company in mitigating any losses incurred or suffered by the Company as a result of any breach by the Supplier of its obligations set out in condition 5.1.

5.3 The Goods shall be properly packed and secured in such manner as to enable them to reach their destination in good condition. No charge shall be made for wrapping, packing, cartons, boxes, crating or containers unless specified in the Purchase Order, and the Company shall not be responsible for returning any such materials.

5.4 Delivery shall take place as specified in the Purchase Order or as otherwise specified in writing by an authorised representative of the Company from time to time and shall either take place:

• (a) at the Supplier’s premises, and the Company shall collect the Goods and/or arrange carriage from the Supplier’s premises, in which circumstances the Goods shall be loaded onto the Company’s means of carriage at the risk of the Supplier and delivery shall take place immediately after loading. Upon completion of loading the Goods onto the Company’s means of carriage, risk shall transfer to the Company; or
• (b) at the Company’s premises or such other premises as specified by the Company, and the Supplier shall arrange carriage, in which circumstances risk shall pass immediately after off-loading the Goods at such delivery location and off-loading shall be at the risk of the Supplier and delivery shall take place upon completion of off-loading the Goods.

Where the Supplier arranges for the Goods to be delivered to the Company’s premises or such other premises as specified by the Company using the Company’s nominated means of carriage pursuant to condition 5.4(a), the Supplier shall not insure the Goods on the Company’s credit account with the relevant carrier without the prior written approval of an authorised representative of the Company. If the Supplier insures the Goods on the Company’s credit account, the Supplier shall indemnify the Company for all costs incurred in respect of such insurance within 28 days of the Company notifying the Supplier that such sums are payable.

5.5 The Company may decline to collect the Goods if it considers it would be unsafe, unlawful or unreasonably difficult to do so or if the Supplier’s premises (or access to them) is unsuitable. If the Company is unable to collect the Goods on the delivery date for any of the reasons referred to in this condition or for reason of the Supplier’s default, the Company may (in its absolute discretion) levy additional charges to the Supplier to cover the Company’s additional costs and losses arising from this event, including the additional costs of handling the Goods and transportation costs.

5.6 On delivery, the Supplier shall provide the Company with such export documents as are necessary and which the Company is unable to prepare, together with a delivery note. Each delivery note must state the applicable Purchase Order number, the part number(s) stated in the Purchase Order and the quantity of the Goods delivered and any other information required by the Company from time to time and notified to the Supplier.

5.7 The Company shall have the right to inspect and test the Goods at any time prior to delivery, save that the Supplier acknowledges that the Company may not open or test the Goods where it intends to resell them to its Customers.

5.8 If any Goods are delivered damaged, or are defective or, following any inspection by the Company, the Company considers that the Goods do not conform with the Purchase Order, the Specification or the Contract, the Company may, at its sole option, pursuant to condition 14, require the Supplier to repair or replace the Goods, or reject such Goods, by notifying the Supplier:

• (a) in respect of damage or defects which are apparent on delivery:
  • (i) within 60 days after the date that the Goods are delivered to the Company pursuant to this condition 5 (if the Goods are to be used by the Company); or
  • (ii) within 60 days after the date that the Goods are delivered to a Customer of the Company (if the Goods are to be resold by the Company);
• (b) in respect of any latent defect in the Goods which are not apparent on delivery or which come to the Company’s attention after delivery of the Goods to the Company or a Customer, within 60 days of becoming aware of the defect.

5.9 If any Goods are rejected by the Company because they are defective, delivered damaged or do not conform with the Purchase Order, the remedies set out in condition 13 shall apply.

6. TITLE TO THE GOODS

Title to and ownership of the Goods shall pass to the Company on completion of delivery in accordance with the Purchase Order and condition 5, except that if the Goods are paid for before delivery, ownership shall pass to the Company once payment has been made. The passing of title and ownership in the Goods is without prejudice to any right of rejection to which the Company may be entitled under the Contract or otherwise.

7. SERVICES

7.1 In respect of any Services set out in a Purchase Order, the Supplier shall provide the Services on the date, and at the premises, set out in the Purchase Order or Statement of Work. Time for performance shall be of the essence.

7.2 The Supplier shall ensure that, in providing the Services:

• (a) the Services are provided to the standard to be expected of a leading supplier of services similar to the Services, with all due skill, care and attention;
• (b) it does not interfere with the activities or business of the Customer, and it shall comply with all reasonable instructions of the Customer and co-operate with any other suppliers of products and services which may interface with or be used in conjunction with the Services;
• (c) the Personnel it engages to perform the Services are suitably skilled and experienced to perform the tasks assigned to them;
• (d) the Supplier shall ensure that all of its Personnel attending the Customer’s premises carry and keep visible suitable means of identification at all times, and comply with all policies and procedures of the Customer including with regard to security, confidentiality, health and safety, and information systems;
• (e) the Services are provided in accordance with all Applicable Law, and all manufacturer guidelines and requirements.

7.3 If, in performing its obligations under the Contract, the Supplier or its Personnel are permitted access to any Customer systems, all such access shall be strictly limited to that part of the system as is required for proper performance of the Services, and the Supplier shall and shall procure that its Personnel shall comply with all security processes and procedures.

7.4 The Supplier shall not sub-contract any of the Services to a sub-contractor without the Company’s prior approval. The Supplier shall remain liable for all acts and omissions of its sub-contractors as if they were its own.

8. Prices

8.1 Subject to condition 3.6, all prices, including any taxes and duties payable, shall be as stated in the Purchase Order.

8.2 Rates of tax and duty on the Goods will be those applying at the time of delivery. In the event of any change in the rates of tax and duty payable in respect of the Goods between the date of the Quotation and the time of delivery, the Supplier shall notify the Company as soon as possible in advance of delivery of any such increase, and in the case of a material increase in such taxes or duties, the Company shall have the right to cancel the Order with immediate effect, without liability to the Supplier, and in such event, the Supplier shall refund to the Company any sums already paid by the Company to the Supplier and the Company shall have no liability to pay any further sums to the Supplier.

8.3 The Company shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier any value added tax or equivalent tax that is chargeable on the supply of the Goods.

8.4 All prices stated in a Purchase Order are fixed (save as specifically provided for in condition 8.2) and inclusive of delivery, packaging, packing, shipping, carriage, insurance and other charges and dues, and are not subject to adjustment. .

8.5 The Supplier shall not increase the price of the Goods from the price set out in the Purchase Order (including as a result of any factor beyond the parties’ control) without the Company’s express written consent. In the event that the Supplier increases the price of the Goods from the price set out in the Purchase Order, the Company shall have the right to cancel the Order, without liability to the Supplier, and the Supplier shall refund any sums paid by the Company to the Supplier in respect of such Order.

8.6 The Supplier may invoice the Company:

• (a) for the Goods at any time on or after the delivery of the Goods; and
• (b) for any Services after completion of the Services and once the Company has confirmed acceptance by the Customer.

9. Payment

9.1 Unless otherwise stated in the Purchase Order or agreed by an authorised representative of the Company in writing, payment of invoices shall be made by the end of the month following the month in which they are received by the Company. Time for payment shall not be of the essence of the Contract.

9.2 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount at any time owing to it by the Supplier against any amount payable by it to the Supplier under the Contract.

10. SUPPLIER’S warranty

10.1 In addition to and without prejudice to any additional warranty provided to the Company in relation to the Goods (including any manufacturer’s warranty or guarantee), the Supplier warrants to the Company that:

• (a) the Goods will conform with the quality, description and other particulars of the Goods, including any performance or technical requirements any Specification, stated in the Purchase Order;
• (b) the Goods will conform to all samples, drawings, descriptions and specifications provided to the Company by the Supplier;
• (c) the Goods will conform with all standards referred to on any part of the Goods and in any product packaging and/or documentation in, with or in relation to which the Goods are supplied;
• (d) the Goods will 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, and will be free from all defects in materials, workmanship and installation for a period of 12 months from the date of first use;
• (e) the Goods will comply with all Applicable Law relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;
• (f) it has full power and authority to enter, and carry out the actions contemplated under, the Contract;
• (g) it has obtained the Goods lawfully from the relevant manufacturer or its authorised partners;
• (h) it has not obtained the Goods fraudulently or unlawfully, the Goods are genuine and authentic products and do not contain any counterfeit items;
• (i) it has all rights and title, including all licences, permissions and consents, required for the Supplier and the Company (and any third party to whom the Goods are sold by the Company) to possess, market, import, export, sell, distribute and otherwise deal in the Goods as contemplated under the Contract (and specifically but non-exhaustively in the territories of the UK and EEA);
• (j) where the Goods include or incorporate software, any software and upgrades or updates to such software on the Goods, have been installed legally using valid licence keys;
• (k) unless stated otherwise in the Purchase Order, there shall be no restrictions on the use of the Goods as contemplated by the parties, whether by the Company or any third party to whom they are sold by the Company (including as regards maintenance of the Goods and the territories in which the Goods are or may be resold) and, where the Goods include software:
  • (i) such software shall be eligible to be registered for any licence, warranty or maintenance relating to such software by the Company or any third party to whom the Goods are sold by the Company; and
  • (ii) any software installed on or incorporated in the Goods shall not have been registered to a third party, or be subject to any password protection measures or other restrictions on use that have been implemented by any person which would prevent the Company or any third party to whom the Goods are sold by the Company from using such software (excluding any requirement to enter a licence key or similar registration or activation measures implemented by the licensor of such software which are supplied by the Supplier to the Company with or in relation to the Goods);
• (l) the Goods will be in the form manufactured and dispatched by the relevant manufacturer under the part code attributed to those Goods by such manufacturer;
• (m) neither the Supplier’s performance of its obligations under the Contract, nor the purchase, use or resale of the Goods by the Company or any third party to whom the Goods are sold by the Company as contemplated by the parties, shall infringe any Applicable Law or the rights of any third parties (including any Intellectual Property Rights) nor shall it be in breach of any contract with a third party;
• (n) there are and have been no claims, challenges, disputes or proceedings, pending or threatened, in relation to the sale or use of the Goods;
• (o) it will at no additional cost provide all reasonable assistance to the Company as is required in order for the Company to comply with all Applicable Law relating to the purchase, possession, use, import, export and/or resale of the Goods; and
• (p) it will upon delivery of the Goods provide to the Company all user manuals and other documentation for the Goods provided by the manufacturer(s) of the Goods (including in respect of any software contained therein) without further charge.

10.2 The Supplier warrants that, at the time of delivery, the Goods will be covered by the manufacturer’s standard warranty and the Company and/or its customers who purchase the goods from the Company shall be entitled to purchase extended warranties or guarantees that are normally available in respect of the Goods.

10.3 Where the Goods come with a manufacturer’s guarantee or warranty, the Supplier shall to the extent lawfully possible pass the benefit of such guarantees and warranties on to the Company and the Company’s Customers who purchase the Goods, and shall not do anything to invalidate such warranty.

10.4 The Company’s rights under the Contract are in addition to the statutory terms implied in favour of the Company by the Sale of Goods Act 1979 and any other statute.

10.5 The provisions in this condition 10 shall survive any delivery, inspection, acceptance, payment or performance pursuant to the Contract and shall extend to any replacement, repaired, substitute or remedial goods provided by the Supplier.

10.6 Where the Company has specified the country of manufacture for the Goods, the Supplier shall only supply Goods from the relevant country, and shall provide such evidence as the Company may require to verify the country of origin. If the Supplier fails to comply with this requirement, the Company may cancel the Order or affected Goods and return such Goods to the Supplier at the Supplier’s cost, and in such event the Supplier shall refund the price paid by the Company for the Order or affected Goods.

10.7 The Supplier shall indemnify and save and hold the Company harmless from and against all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, penalties, fines, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the Company as a result of or in connection with any breach by the Supplier of any of the warranties set out in conditions 10.1(g) 10.1(h), 10.1(i) 10.1(m) or 10.1(n). Breach of any of these warranties shall constitute a material breach of the Contract.

11. Termination

11.1 Without prejudice to any other rights or remedies to which the Company may be entitled, the Company may terminate the Contract without liability to the Supplier if:

• (a) the ability of the Company to collect, or accept delivery of, the Goods is delayed, hindered or prevented by circumstances beyond its reasonable control; or
• (b) the Supplier commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;
• (c) the Supplier repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
• (d) an order is made or a resolution is passed for the winding up of the Supplier, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the Supplier; or
• (e) an order is made for the appointment of an administrator to manage the affairs, business and property of the Supplier, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Supplier, or notice of intention to appoint an administrator is given by the Supplier or its directors; or
• (f) a receiver is appointed of any of the Supplier’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Supplier, or if any other person takes possession of or sells the Supplier’s assets; or
• (g) the Supplier makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or
• (h) the Supplier suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
• (i) the Supplier takes or suffers any similar or analogous action to those set out above in conditions 11.1(d) to (h) in any jurisdiction in consequence of debt.

11.2 Any provision of these conditions that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

11.3 Termination of the Contract, howsoever arising, shall not affect or prejudice any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

12. Confidentiality and the COMPANY’S property

12.1 The Supplier undertakes that it shall not at any time during the Contract, and for a period of six years after delivery disclose to any person any confidential information concerning the business, affairs, processes, initiatives, technical or commercial know-how, customers, clients or suppliers of the Company disclosed to or otherwise obtained by the Supplier under or in connection with the Contract, including the existence and terms of the Contract and any associated documentation (including any invoices), except as permitted by condition 12.2.

12.2 The Supplier may disclose the Company’s confidential information:

• (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Supplier’s obligations under the Contract. The Supplier shall procure that its employees, officers, representatives or advisers to whom it discloses the Company’s confidential information comply with this 12; and
• (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 The Supplier shall not use any of the Company’s confidential information for any purpose other than to perform its obligations under the Contract.

12.4 The Company does not make any express or implied warranty in relation to the accuracy or completeness of, and reserves all rights in, its confidential information. No rights in respect of the Company’s confidential information other than those expressly stated in this condition 12 are granted to the Supplier or to be implied from these conditions.

12.5 The Supplier acknowledges and agrees that the Company would not have an adequate remedy at law and would therefore be irrevocably harmed in the event that the terms of this condition 12 were breached. It is, accordingly, agreed that the Supplier will not object to the Company obtaining equitable relief, including injunctions and specific performance, in the event of any breach of the terms of this condition 12 by the Supplier, in addition to all the remedies available to the Company at law or otherwise at equity and in the court of any relevant country.

12.6 The provisions of this condition 12 shall continue to apply after termination of the Contract.

12.7 All materials, equipment, tools, and any Intellectual Property Rights in all drawings, specifications and data supplied by the Company to the Supplier shall at all times be and remain the exclusive property of the Company, and shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to the Company, and shall not be disposed of or used other than in accordance with the Company’s written instructions or authorisation. The Supplier shall return all copies of any such material to the Company immediately on the Company’s first written request.

13. Remedies

If any Goods are not supplied in accordance with, or the Supplier fails to comply with, any terms of the Contract (including where the Goods are delivered damaged or defective, do not comply with the Purchase Order or Specification, or do not comply with any of the warranties set out in condition 10), the Company may (without prejudice to any other right or remedy to which the Company may be entitled) exercise any one or more of the following rights or remedies, whether or not any part of the Goods have been accepted by the Company:

• (a) rescind the Contract; or
• (b) 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 paid immediately by the Supplier; or
• (c) require the Supplier, at the Supplier’s expense, either (at the Company’s option) to remedy any defect in the Goods and carry out such other work as is necessary to ensure that the Goods are in all respects in accordance with the Purchase Order and the Contract or to supply replacement goods; or
• (d) refuse to accept any further deliveries of the Goods, without liability to the Supplier.

14. PRODUCT LIABILITY

14.1 The Supplier shall indemnify the Company from and against all liabilities, losses, damages, costs and expenses (including legal costs), claims, demands, penalties and fines, suffered or incurred by the Company in respect of any damage to property, death or personal injury arising from any fault or defect in the Goods, or the provision of the Services by the Supplier or its Personnel.

15. INSURANCE

15.1 The Supplier shall have in place and maintain at its own expense appropriate insurance with a reputable insurer for such amounts as are reasonable to cover the Supplier’s potential liability (however arising) under the Contract, including the following minimum levels of insurance:

• (a) employer’s liability insurance for not less than £5 million;
• (b) public and products liability insurance with a limit of at least £10 million per claim;
• (c) professional indemnity insurance with a limit of at least £2 million per claim.

15.2 The Supplier shall provide a copy of the insurance policies to the Company on request.

16. Force majeure

The Company may defer the date of delivery or payment, or cancel the Contract or reduce the amount of Goods ordered, if it is prevented from or delayed in carrying on its business by any act, event, omission or accident beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunication network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

17. Anti-bribery

17.1 The Supplier shall:

• (a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010 (“Relevant Requirements”);
• (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
• (c) comply with the Company’s ethics, anti-bribery and anti-corruption policies as are provided to the Supplier, as the Company may update them from time to time (“Relevant Policies”);
• (d) have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and condition 17.1(b), and will enforce them where appropriate;
• (e) promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract;
• (f) ensure that all persons associated with the Supplier or other persons who are performing services or providing goods in connection with the Contract comply with this condition 17; and
• (g) at the reasonable request of the Company, certify to the Company in writing signed by an officer of the Supplier, compliance with this condition 17 by the Supplier. The Supplier shall provide such supporting evidence of compliance as the Company may reasonably request.

17.2 Breach of this condition 17 shall be deemed a material breach of the Contract.

18. General

18.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

18.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

18.3 The Supplier shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

18.4 The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else. The Contracts (Rights of Third Parties) Act 1999, to the extent it is applicable to the Contract, is hereby expressly excluded.

18.5 Any notice required to be given under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Contract or such other address as may have been notified by that party for such purposes. A notice delivered by hand shall be deemed to have been received when delivered (or, if delivery is not in business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

18.6 If any provision or part provision of these conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, it shall be deleted from these Conditions and the other provisions and parts of the same provision shall remain in full force and effect.

18.7 Unless expressly stated otherwise in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18.8 Nothing in these Conditions or in a Contract shall be intended to, or shall operate to, create a partnership between the parties or to authorise either party to act as agent for the other. Neither party shall have the right to act in the name of or on behalf of the other or to bind the other in any way.

18.9 The Contract constitutes the entire agreement between the parties. The Supplier acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.

19. Regulatory Compliance

19.1 The Supplier warrants and agrees that it shall (and shall procure that its directors, officers, agents, affiliates and employees shall):

• (a) observe and comply with all Sanctions and Export Controls;
• (b) not purchase or otherwise obtain the Goods from any individual, entity or jurisdiction subject to Sanctions and Export Controls;
• (c) determine export and import licensing or permitting requirements for the Goods, obtain any required licences and permits, and ensure that any such licences, permits and authorisations are provided to the Company within 5 working days on request;
• (d) keep all records relating to the Goods, including any documents relating to the purchase, sale, transfer, import, export, re-export or forwarding, of the Goods, for a minimum of 5 years after entering into the Contract with the Company.

19.2 The Company assumes no liability to the Supplier or any person for the Supplier’s acts of non-compliance with Sanctions and Export Controls.

20. Governing law and jurisdiction

20.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales.

20.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).