Purchasing General Terms & Conditions
BACKGROUND
(A) The Supplier carries on the business of manufacturing and selling the Products.
(B) The Customer wishes to buy, and the Supplier wishes to supply, the Products on the terms and conditions set out in this agreement.
1. INTERPRETATION
1.1 The following definitions and rules of interpretation in this clause apply in this Purchasing Terms and Conditions.
'Purchaser, buyer and customer': shall mean Scientifica Ltd.
'Supplier': shall mean the person on whom the Purchase Order is placed.
'Contract': shall mean the agreement between the Purchaser and the Supplier for the supply of the Goods and/or Services set out in the Purchase Order (hereby referred to as PO or Order).
'Goods, products': shall mean all goods to be delivered under the Contract by the supplier under these conditions of purchase.
'Services': shall mean the services described in the Order and Contract.
'Specification': shall mean any applicable documents, designs, data or other information relating to the Goods and/or Services supplied by the Purchaser to the Supplier and/or agreed to in writing by the Purchaser.
'Business Day': a day, other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
'Confidential Information': any information of a confidential nature concerning the business, assets, affairs, customers, clients, or suppliers, of the other party or of any member of its Group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities, and customers.
'Delivery': completion of delivery of Products specified in an Order in accordance with clause 4.1
'Delivery Date': the date specified for delivery of Products specified in an Order in accordance with clause 2.2.
'Force Majeure Event': means any circumstance not in a party's reasonable control including: acts of God, flood, drought, earthquake, or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion, or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination, or sonic boom; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action; non-performance by suppliers or subcontractors; and interruption or failure of utility service.
'Group': in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
'Intellectual Property Rights': patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
'Mandatory Policies': the Customer's business policies and codes from time to time as amended by notification to the Supplier, and in particular the Judges Scientific plc Code of Conduct.
'Order': an order for Products submitted by the Customer in accordance with clause 2.
'Order Number': the reference number to be applied to an Order by the Supplier in accordance with clause 2.2.
'Product Price Review': has the meaning given in clause 3.
'VAT': value added tax or any equivalent tax chargeable in the UK.
1.2 In this document:
(a) Clause, schedule, and paragraph headings shall not affect interpretation;
(b) Each gender includes each other gender and the singular the plural, and vice versa;
(c) The words “include”, “including” or “in particular” are to be construed without limitation to the generality of the preceding words;
(d) Reference to a “person” includes any individual, partnership, company, corporation, joint venture, trust, association, organisation or other entity, in each case whether or not having separate legal personality;
(e) References to attachments, clauses, recitals, annexes, and schedules are of or to the same in the document unless otherwise stated;
(f) Provisions shall be interpreted without any presumption against the party which drafted or put forward those provisions.
2. ACCEPTANCE OF TERMS AND CONDITIONS
The following terms and conditions shall apply in respect of the Order and Contract and any attempted alteration or qualification by the Supplier of those terms and conditions and any other term and condition which the Supplier seeks to impose will be inoperative and inapplicable. Entry into performance of the Contract by the Supplier shall constitute evidence of the Supplier's acceptance of the following terms and conditions. If the Supplier fails to object in writing to any terms and conditions of a Purchase Order within such ten (10) day period Scientifica shall deem, for all purposes, that the Supplier has accepted such Purchase Order. However, to comply with the foregoing, the Supplier may return any form of acknowledgement of receipt that the Supplier normally issues, provided the contents of any such form be restricted to the acknowledgement of order receipt. It is understood that any conditions of sale printed anywhere on the form of acknowledgement issued by the Supplier are deemed to be null and void and shall not apply to any Contract.
ORDER ACKNOWLEDGMENT
1. Written Confirmation Required
The Supplier shall provide a written acknowledgment of each Purchase Order issued by the Customer within five (5) business days from receipt of the Purchase Order, unless otherwise agreed in writing. Failure to provide such acknowledgment within the specified period may be deemed as acceptance of the Purchase Order under the terms and conditions set forth herein.
2. Content of the Acknowledgment
The written acknowledgment shall include, at a minimum, the following information:
Supplier’s reference number and Customer’s Purchase Order number;
Date of acknowledgment;
Expected delivery date or schedule;
Part number and description of the goods as specified in the Purchase Order;
Applicable revision level of the part, drawing, or specification;
Ordered and confirmed quantities;
Unit price and total price (if applicable);
Shipping terms and delivery location;
Any deviations, substitutions, or exceptions to the Purchase Order, specifications, or delivery requirements (subject to Purchaser’s written approval);
Contact details for the Supplier’s order administrator or responsible representative.
3. Effect of Acknowledgment
The acknowledgment shall constitute Supplier’s confirmation that it has received, reviewed, and accepted the Purchase Order and all applicable documents, specifications, and requirements. Any modification or variation to the Purchase Order shall be valid only if expressly agreed to in writing by the Customer.
4. Failure to Acknowledge
If the Supplier fails to submit a written acknowledgment within the time specified, or proceeds with manufacture, shipment, or delivery of the goods, such actions shall be deemed acceptance of the Purchase Order and all its terms and conditions as issued by the Customer.
3. Prices
Unless otherwise specifically stated in the Order all prices shall be fixed and firm and shall not be varied from the Order.
All amounts and fees stated or referred to in this Agreement shall be payable in the currency set out in the Order.
The Customer shall be entitled to the Supplier's standard discount for prompt payment.
The Supplier shall use all reasonable endeavours to reduce its manufacturing, supply, and other, costs for the Products, including implementing cost savings initiatives and seeking more competitive supplies of raw materials and equipment.
The Supplier agrees that if at any time it sells any Product to a comparable customer for less than the Product Price then in force for that Product, it shall reduce the relevant Product Price to match the lower price for so long as the lower price is available, and shall refund the Customer the difference between the Product Price and the lower price in respect of its purchases of the Product after the Supplier began charging the lower price. For the purposes of this clause, "comparable" means a customer that purchases products in substantially similar volumes as the Customer on broadly similar terms and conditions.
Customer may at any time, without notice to Supplier, set off any liability of Customer to Supplier against any liability of Supplier to Customer. Any exercise by Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.
4. DELIVERY
4.1 The Supplier shall deliver Goods to the delivery address and perform Services at the time or times specified in the Order and time shall be of the essence. The Supplier shall not deliver an Order more than five (5) Business Days in advance of the requested Delivery Date without the prior written consent of the Customer.
Delivery of an Order shall be deemed to have been completed upon the unloading of the goods at the specified Delivery Location. The Supplier shall not deliver Orders by instalments except with the prior written consent of the Customer.
4.2 If all or any Goods or Services are not delivered or performed by the time or times specified in the Order then the Purchaser shall be entitled to determine the Contract in respect of such Goods or Services and/or in respect of any Goods or Services already delivered or performed under the contract. On such determination the Purchaser shall be entitled:
(a) To return to the Supplier at the Supplier’s risk and expense any of the Goods or Services already delivered and to recover from the Supplier any money paid by the Purchaser in respect of such Goods or Services and in respect of any work or services already performed.
(b) To recover from the Supplier any losses including (but not limited to) any additional expenditure incurred by the Purchaser in obtaining other goods, work or services in replacement of those, in respect of which the Contract has been determined.
4.3 The Purchaser may at any time or times, by notice in writing to the Supplier postpone the date/s for delivery of any Goods or Services without thereby incurring any liability and the Supplier shall deliver such Goods or Services on the date/s so notified and shall not make any claim for adjustment in price or otherwise in respect of any such postponement.
If the Supplier requires the Customer to return any packaging materials to the Supplier, that fact must be clearly stated on the delivery note accompanying the relevant Order, and any such returns shall be at the Supplier's expense.
5. ACCEPTANCE AND REJECTION
5.1 If so required by the Purchaser, the Supplier shall provide a Certificate of Conformity with Specification with each delivery and failure to supply such a Certificate when requested will entitle the Purchaser to reject the delivery in whole or in part.
5.2 Within 14 days after inspection, testing or review the Purchaser may inform the Supplier with the relevant details that it reasonably considers that the Goods and/or Services will not comply with the Contract and the Supplier shall take such steps as are necessary to ensure compliance. In the case of a latent defect in the Products, acceptance shall not be deemed to be binding on the Customer until after any latent defect becomes apparent.
5.3 For Customs purposes and to allow the Purchaser to obtain a refund of any import duty paid, the Supplier shall provide written acknowledgement of any returned Goods and shall state the refund, replacement, or relevant repair action.
5.4 If any Products delivered to the Customer do not comply with clause WARRANTIES .2, then, without limiting any other right or remedy that the Customer may have, the Customer may reject those Products and:
(a) Require the Supplier to repair or replace the rejected Products at the Supplier's risk and expense as soon as possible of being requested to do so; or
(b) Require the Supplier to repay the price of the rejected Products in full (whether or not the Customer has previously required the Supplier to repair or replace the rejected Products); and
(c) Claim damages for any other costs, expenses or losses resulting from the Supplier's delivery of Products that do not conform with the terms of this Agreement.
5.5 The Customer's rights and remedies under this clause 5 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into this agreement by the Sale of Goods Act 1979.
5.6 The terms of this Agreement shall apply to any repaired or replacement Products supplied by the Supplier.
5.7 If the Supplier fails to promptly repair or replace rejected Products in accordance with clause 7.2(a), the Customer may, without affecting its rights under clause 7.2(c), obtain substitute products from a third party supplier, or have the rejected Products repaired by a third party, and the Supplier shall reimburse the Customer for the costs it incurs in doing so.
6. GOODS NOT REQUIRED
6.1 Should the Purchaser decide at any time or times that it no longer requires all or part of any undelivered Goods the Purchaser shall be entitled to terminate the Contract with respect to the Goods which are not required by serving on the Supplier written notice to that effect.
6.2 The expression "cancellation notice" means a notice so served and the expression "cancelled Goods" means the Goods which are not required.
6.3 Upon receipt of a cancellation notice the Supplier shall forthwith (except as may otherwise be directed by the Purchaser):
(a) Stop work on the cancelled Goods and ensure that no further steps are taken to produce the cancelled Goods.
(b) Endeavour to realise salvage on the cancelled Goods.
(c) Prepare and return in a reasonable time to the Purchaser, the costs incurred, and the price paid or payable by the Supplier for material and parts which prior to such receipt were properly purchased by and delivered to the Supplier for being incorporated in the cancelled Goods (such reasonable amount being calculated after deducting the value of all salvage realised or reasonably capable of realisation in relation to the cancelled Goods).
6.4 No such cancelled goods shall affect or alter the Contract with respect to any Goods or materials which are not the subject of the cancellation.
7. RISK
Unless otherwise agreed, including any agreement to the contrary incorporated by reference to ICC’s INCOTERMS 2020, the risk in the Goods and title to the goods shall remain with the Supplier until delivery to the place specified in the Order.
8. PACKING
All goods shall be delivered suitably and securely packaged to prevent damage or deterioration during transit and handling, and shall comply with any packaging, labelling, or documentation requirements specified in the Purchase Order or otherwise agreed in writing by the Purchaser.
The Supplier shall ensure that all packaging materials are compliant with applicable UK environmental and waste regulations, including any obligations relating to recyclable or returnable packaging.
The Supplier shall not make any additional charge to the Purchaser for pallets, containers, crates, or other packaging materials, and the Purchaser shall have no obligation to return or store such items unless otherwise agreed in writing.
Where reusable packaging is expressly agreed, the terms of return shall be as specified in the Purchase Order.
9. ADVICE NOTES
9.1 Packing lists, release notes and Certificates of Conformity shall accompany delivery of the Goods where appropriate and except for packing lists separate documents must be included for each Order number with each consignment of Goods, stating clearly the description, quantity, weights, serial number, part, drawing, Specification and Order numbers, together with the issue numbers applicable to the manufacturing standard of the Goods, (the specification referred to being the technical requirements as stated in the Order).
9.2 Where the point of delivery is other than a Purchaser's factory a complete copy of all despatch documents shall be sent to the Purchaser on the day of despatch. If UK import duty is chargeable on any Goods, the Supplier shall notify the Purchaser in sufficient time for Customs arrangements to be made such that import of items required for re-export may be made duty free.
10. PRODUCT LIABILITY AND INSURANCE
10.1 The Supplier undertakes to indemnify the Purchaser against all claims, proceedings, damage, loss, expenditure, costs and liability which may be brought against the Purchaser or which the Purchaser may sustain or incur under the provisions of the Consumer Protection Act 1987 or otherwise in respect of or in relation to or in connection with the Goods, whether or not the Goods have been incorporated into other equipment or goods.
10.2 During the continuance of the Contract, and for a period of one year afterwards, the Supplier shall maintain in force the following insurance policies with reputable insurance companies:
(a) Public liability insurance for not less than £5 million per claim; and
(b) Product liability insurance for not less than £5 million for claims arising from any single event and not less than £5 million in aggregate for all claims arising in a year.
10.3 On taking out and on renewing each policy, the Supplier shall promptly send a copy of the receipt for the premium to the Customer. On the Customer's written request, the Supplier shall provide the Customer with copies of the insurance policy certificates and details of the cover provided.
10.4 The Supplier shall ensure that any subcontractors also maintain adequate insurance having regard to the obligations under this Agreement which they are contracted to fulfil.
11. INVOICES
Invoices must state clearly the Scientifica Order number, applicable serial number and the Scientifica Part number, drawing revision and advice note numbers, descriptions, quantities and weights, VAT and Supplier's VAT registration number. Subject to the Supplier complying with its obligations under the Contract, payments of invoices shall be made 30 days after the last day of the month of delivery unless otherwise agreed in writing by the parties.
12. VARIATIONS
12.1 The Purchaser shall have the right to vary the Contract at any time or times by notice in writing to the Supplier (including any variation/s in design and/or specification). If such variation involves an increase or decrease in the total quantity of Goods ordered or in the work to be performed by the Supplier or in cost in the time for delivery or performance, a fair and reasonable adjustment shall be made to the Contract price and/or the time/s for delivery or performance. The Supplier shall provide all reasonable facilities and information to assist the Purchaser in agreeing such adjustment/s. If the Supplier wishes to make any claim for adjustment under this paragraph the Supplier shall deliver the same in writing to the Purchaser within fourteen (14) working days after the date on which the notice is received.
12.2 No variation or amendment proposed by the Supplier shall be binding upon the Purchaser unless agreed by the Purchaser and confirmed by the Purchaser in writing by an officially authorised amendment to the original Contract.
13. WARRANTIES
13.1 The Supplier warrants that it shall produce and deliver the Products in accordance with the requirements set forth by the UK RoHS and RoHS European Directive (EU 2015/863 or later), Restriction of Hazardous Substances.
13.2 The Supplier further warrants that:
(a) The Products shall conform to the Specification;
(b) The Products shall be free from defects in design, material and workmanship;
(c) The Products shall comply with this Agreement and all applicable statutory and regulatory requirements;
(d) The Products will not infringe any third-party Intellectual Property Rights;
(e) Supplier has all necessary certificates, permissions, or licenses to manufacture or supply the Products; and
(f) Title to the Products shall be lawfully transferred to Customer free from any security, interest, or encumbrance in accordance with this Agreement.
13.3 All foregoing warranties shall survive any inspection, acceptance, and/or payment by Customer.
13.4 If any Products are found not to conform to the warranty contained in clause 5.3, (the “Non-Conforming Products") within 3 years after Delivery Date, Customer shall be entitled to one or more of the following remedies, at Customer's sole discretion:
(a) Request that Supplier repair, replace, or refurbish, the Non-Conforming Products;
(b) If replacing, repairing, or refurbishing, is not feasible, request that Supplier provide substitutes with the same functions;
(c) Request a pro-rata reduction in payment;
(d) Require Supplier to refund in full the payment made for all Products covered by the Order which contains Non-Conforming Products.
13.5 The above warranty statement also applies to Products, or parts for the same, which have been repaired, replaced, or refurbished, by Supplier pursuant to such warranty and within the Warranty Period.
14. LIMITATION OF LIABILITY
14.1 References to liability in this clause 14 include every kind of liability arising under or in connection with this Agreement including liability:
(a) In contract, tort (including negligence), misrepresentation, restitution or otherwise; and
(b) Arising out of any use made or resale of the Products by the Customer, or of any product incorporating any of the Products.
a.2 Nothing in this Agreement limits any liability which cannot legally be limited, including liability for:
(a) Death or personal injury caused by negligence;
(b) Fraud or fraudulent misrepresentation;
(c) Breach of the terms implied by section 12 of the Sale of Goods Act 1979; and
(d) Breach of section 2 of the Consumer Protection Act 1987.
14.3 Nothing in this Agreement shall limit any liability under clause 12 (Indemnity) of this Agreement.
14.4 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
14.5 Subject to clause 14.2, clause 14.3, and clause 14.4, neither party shall be liable to the other, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise for any:
(a) Loss of profits;
(b) Loss of sales or business;
(c) Loss of agreements or contracts;
(d) Loss of anticipated savings;
(e) Loss of use or corruption of software, data or information;
(f) Loss of or damage to goodwill; or
(g) Indirect or consequential loss, suffered by the other party that arises under or in connection with this Agreement.
6.6 Subject to clause 14.2, clause 14.3, and clause 14.4, the Supplier's total liability to the Customer shall not exceed the greater of £500,000 or 200% of the total charges paid or payable in the 12 months preceding the claim.
6.7 Subject to clause 14.2, clause 14.3 and clause 14.4, the Customer's total liability to the Supplier shall not exceed the value of the Products ordered under this Agreement in any 12 month period.
15. AVOIDANCE OF COUNTERFEIT MATERIAL
15.1 The Supplier shall exercise due diligence to ensure that no counterfeit materials are delivered to the Purchaser. The Supplier shall notify the Purchaser immediately if it becomes aware of counterfeit materials in its supply chain.
15.2 If the Purchaser identifies Goods delivered under the Contract as being counterfeit material then the Supplier shall replace, at its own expense, any materials identified as counterfeit. This includes without limitation costs incurred to the Purchaser to remove and replace counterfeit material and any additional testing requirements of replacement parts. Material confirmed as counterfeit will not be returned to the Supplier and the Supplier shall recall all other counterfeit parts supplied to all other customers.
16. INTELLECTUAL PROPERTY RIGHTS
16.1 All inventions, designs, methods, processes, data and software discovered or generated as a result or in the course of the Contract (“Work”) and all intellectual property rights therein and in anything produced in the course of the Contract shall belong to the Purchaser and the Supplier assigns and agrees to assign the same to the Purchaser.
16.2 The Supplier hereby waives any moral or other similar or analogous rights it may have in respect of the Work.
16.3 All intellectual property rights in the Work shall be deemed a work for hire.
17. INDEMNITY
17.1 The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal costs (calculated on a full indemnity basis), and other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with:
(a) 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 supply or use of the Products;
(b) any claim made against the Customer by a third party arising out of, or in connection with, the supply of the Products, to the extent that such claim arises out of the breach, negligent performance, or failure or delay in performance, of this Agreement by the Supplier, its employees, agents or subcontractors; and
(c) 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, defective Products, to the extent that the defect in the Products is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.
17.2 If a payment due from the Supplier under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Customer shall be entitled to receive from the Supplier such amounts as shall ensure that the net receipt, after tax, to the Customer in respect of the payment is the same as it would have been were the payment not subject to tax.
17.3 Nothing in this clause shall restrict or limit the Customer's general obligation at law to mitigate a loss which it may suffer or incur as a result of a matter that may give rise to a claim under this indemnity.
18. SUB CONTRACTING AND ASSIGNMENT
No Goods shall be sub-contracted by the Supplier without the prior written consent of the Purchaser. The Supplier shall upon request of the Purchaser supply copies of all purchase orders placed upon the sub-contractor in those cases where permission has been granted to sub-contract. None of the Supplier's rights or obligations under the Contract shall be assigned to a third party without the prior written consent of the Purchaser. Subcontracting by the Supplier shall in no way affect or derogate from the Purchaser's rights under the Contract.
19. FREE ISSUE MATERIAL
19.1 Where Goods are manufactured from material supplied by the Purchaser, unless agreed otherwise replacement for any spoiled or lost material shall be ordered from the Purchaser at the Supplier's liability and expense. If the Supplier for whatever reason scraps material or components supplied free issue by the Purchaser, the Supplier shall be responsible for all costs previously incurred by the Purchaser including but not limited to material cost and added value.
19.2 Any articles or documentation loaned to the Supplier by the Purchaser in connection with the Contract will remain at all times the property of the Purchaser and be surrendered to the Purchaser upon demand in good serviceable condition and are to be used solely in connection with the Contract. Such loaned articles shall be at the risk of the Supplier and insured by the Supplier at Supplier's expense against loss or damage. Where the Contract price includes the cost of making or purchasing tooling and/or inspection equipment, these become the property of the Purchaser on completion of the Contract or earlier termination and shall be held in safe custody properly identified and maintained until disposal instructions are issued by the Purchaser and shall only be used by the Supplier in connection with the Contract and other contracts from the Purchaser. The Supplier shall provide copies of drawings of such articles to the Purchaser on request at no extra charge.
20. TERMINATION
20.1 Should the Supplier be in default of any of its obligations under the Contract the Purchaser shall, without prejudice to any other right which it may have under the Contract or at law including the right to recover damages, have the right to terminate the Contract in whole or in part and to procure elsewhere replacements for the Goods in respect of which the Contract has been terminated.
20.2 In the event that the Purchaser elects to procure elsewhere replacements in accordance with this clause the Supplier shall promptly provide the Purchaser with all information which may reasonably be required to facilitate such change of the Supplier as well as delivering to the Purchaser immediately upon request any materials, dies, tooling, drawings etc, the property of Purchaser whether produced under the Order or free issued.
20.3 At any time prior to delivery of the Goods or performance of the Services, the Purchaser may cancel the Order in respect of all or part of the Goods and/or Services by notice to the Supplier. The Purchaser shall incur no liability in respect of such cancellation save where it relates to Services or to Goods unique to the Order and made specifically pursuant to it and for which the Supplier is unable to find an alternative purchaser within a reasonable time. In this event such liability shall be limited to payment of the lesser of:
(a) The total price of all the Goods and/or Services stated in the Order minus an amount in respect of all taxes, duties and charges for packing, shipping, carriage and delivery; and
(b) The costs incurred by the Supplier in respect of the Order to the date of cancellation.
21. LIQUIDATION OR BANKRUPTCY
Should the Supplier (being an individual) commit any act of bankruptcy or if a receiving order shall be made against him, or if the Supplier (being a company) shall enter into an arrangement or composition with its creditors or have a receiver or manager appointed or go into liquidation whether voluntary or otherwise (except for the purpose of amalgamation or reconstruction which in the opinion of the Purchaser is not detrimental to the Purchaser), or should the Purchaser consider that the Supplier is insolvent, then the Purchaser may forthwith terminate the Contract and the Purchaser shall have no liability to the Supplier other than payment for completed Goods delivered to and accepted by the Purchaser prior to date of termination. Any free issued material, tools, components, etc, shall be returned immediately to the Purchaser.
22. CONFIDENTIALITY
22.1 Confidential Information includes the Order, the Contract, their subject matter, any samples supplied by the Purchaser, and all information provided by the Purchaser relating to its business, processes, research, products, property, or operations.
22.2 The Supplier shall treat all Confidential Information as strictly confidential and shall not disclose it to any third party, nor use it for any purpose other than performing the Contract, unless it has the Purchaser’s prior written consent.
22.3 Each party may disclose the other party’s Confidential Information only:
(a) to its employees, officers, advisers, contractors or subcontractors who need to know such information for the purposes of exercising rights or performing obligations under this Contract, provided that such persons are bound by confidentiality obligations no less strict than those set out in this clause; and
(b) where disclosure is required by law, a court of competent jurisdiction, or a governmental or regulatory authority.
22.4 Each party retains all rights in its Confidential Information. Except as expressly stated in this Contract, no rights or licences to use the other party’s Confidential Information are granted or implied.
23. DELIVERIES MADE
23.1 If the Supplier delivers quantities in excess of the quantity due, the Purchaser shall have the right to accept at a reduced price or reject the quantity in excess of that due.
23.2 If the Supplier delivers a lesser quantity than that due, the Purchaser shall have the right to pay only for the quantity delivered and to accept the same in lieu of the proper quantity and the Supplier shall upon request deliver the outstanding quantity to the Purchaser free of charge.
23.3 The Purchaser shall not be obliged to accept delivery of any Goods prior to the due delivery date and if the Purchaser shall do so:
(a) The Purchaser shall be entitled to charge storage to the Supplier; and
(b) The date for payment shall be calculated according to the due delivery date.
23.4 The Purchaser will accept deliveries up to five (5) days early and no days late.
24. STATUTORY REQUIREMENTS
24.1 The Supplier shall comply with the requirements of the Health and Safety at Work Act 1974 and any other relevant legislation (including without limitation those relating to the notification of precautions to be observed in relation to Goods and their handling and operation and storage). The Supplier shall ensure that full details of all such precautions shall accompany each consignment of Goods and that the Purchaser is notified of all restrictions and/or limitations as to the shelf life of Goods forthwith after the Contract comes into effect.
25. EXPORT CONTROLS AND SANCTIONS
25.1 Both parties represent and warrant that they comply and will continue to comply with all applicable export control laws and regulations, including but not limited to EAR (Export Administration Regulations) and ITAR (International Traffic in Arms Regulations) and that neither party will export products or components in breach of applicable law or regulations on export control to a person or country for which an export licence is required without first obtaining the relevant licence and approvals.
25.2 Supplier confirms it will not transfer to Customer any information, including but not limited to software, technical data, designs, source codes and technology, in breach of such controls. Customer will not accept any responsibility or liability for any unauthorised or illegal transmission of such information to it by Supplier.
25.3 The Supplier warrants that it is not, and shall not be:
(a) On a sanctions list, owned or controlled by anyone listed on a sanctions list, and is not located in or incorporated under the laws of, a country or territory that is subject to any sanctions; and
(b) Will not contravene any laws or regulations relating to economic or financial, trade, immigration, aircraft, shipping or other sanctions, export controls, trade embargoes or restrictive measures from time to time imposed, administered or enforced by a sanctions authority.
26. HAZARDS
The Supplier will inform and keep the Purchaser informed of all hazards and regulations (statutory or otherwise) which the Supplier knows or believes to be associated with the use, handling, storage, labelling and transport of the Goods and the Supplier will ensure that relevant consignments are properly marked with the appropriate internationally recognised danger symbols and that prominent hazard warnings appear in English on all packages and documents.
27. FORCE MAJEURE
27.1 Provided it has complied with clause 8.2 (force majeure 8.2) if a party is prevented, hindered, or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event ("Affected Party"), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
27.2 The Affected Party shall as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement, and will use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
27.3 If the Force Majeure Event prevents, hinders, or delays the Affected Party's performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate this Agreement by giving written notice to the Affected Party.
28. LAW
28.1 The Contract shall in all respects be governed and construed in accordance with English law and the Supplier irrevocably submits to the exclusive jurisdiction of the courts of England. The Purchaser shall be entitled to apply for any provisional or conservatory measures or interim relief in any applicable court having jurisdiction in the Supplier’s country or in the country where the Goods are located without prejudice to its right to pursue any substantive claim in the courts of England. A person who is not a party to the Contract has no right to enforce any term of the Contract, but this does not affect any right or remedy of a third party which exists or is available apart from under the Contracts (Rights of Third Parties) Act 1999.
29. CORPORATE RESPONSIBILITY IN THE SUPPLY CHAIN
The Supplier shall comply with all relevant laws and regulations relating to fraud, bribery, corruption, child labour, slavery and trafficking including but not limited to the UK Bribery Act 2010 and Modern Slavery Act 2015. The Supplier shall further comply with any and all Purchaser codes of conduct and anti-bribery and anti-corruption policies that may be attached to any Order and all amendments to the Order.