These terms and conditions (“Terms”) are the Terms that apply to the supply of Goods and provision Services by Fenco Group Ltd trading as V- TUF, company registration number 09499759, whose registered office is at Unit 5 Chris Sharpe Building, Till Bridge Lane, Scampton, Lincoln, LN1 2SX (“V-TUF/We/Us/Our/Ours”)
1. Interpretation

1. 1. In these Conditions these definitions shall apply:

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 and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes: commercial, financial, business, customer, supplier, marketing, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); the fact that discussions are taking place concerning this Contract; any information which at the time of disclosure is or should be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure; and any information, findings, data or analysis derived from the matter mentioned. For the avoidance of doubt this shall include any of Our Customers’ confidential information.
Customer/You/Your/Yours: the person, business, company or organisation to whom We agree to supply the Goods and/or Services.
Data Protection Legislation:  the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018 as amended or updated from time to time, and any successor legislation to the UK GDPR or the Data Protection Act 2018 and all other applicable statutes, directives, or regulations which may supplement, amend, or replace them and relate to data privacy.
Deliverables: any documents, products and materials created or developed by Us or on Our behalf as part of or in connection with the provision of the Services.
Delivery Date: shall be the date set out in the Order Acknowledgement.
Delivery Location: the address or addresses for delivery of the Goods or provision of Services as set out in the Order Acknowledgement or such other address as agreed by Us.
Force Majeure Event: means an event beyond Our reasonable control including strikes, lock-outs, other industrial disputes (whether involving Our workforce or that of any other party), failure of a utility service or transport network, act of God, epidemic or pandemic, accident, war, riot, civil commotion, act of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, transport delays, explosion, storm, difficulty obtaining supplies or default of suppliers or subcontractors.
Goods: the goods and related accessories, spare parts and documentation and other physical material set out in the Order Acknowledgement. 
Goods Specification: any specification for the Goods agreed in writing by Us.
Insolvency Event  means if You go into liquidation or a winding up petition is presented in respect of You (other than for the purpose of a solvent bona fide reconstruction) and such petition is not discharged within 7 days of its presentation or an order is made for the appointment of an administrator or documents are filed for the appointment of an administrator or notice of intention to appoint an administrator is given by You, Your directors or a qualifying floating charge holder, or a receiver or administrative receiver is appointed over the whole or any part of the assets of Your business or You propose to enter or make any arrangement or composition with Your creditors or make an application to a court for the protection of your creditors in any way, are otherwise unable to pay Your debts (within the meaning of any relevant insolvency law) or are the subject of any similar event in any jurisdiction;
Intellectual Property Rights: patents, copyright, moral 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, rights in computer software, database rights, rights to use, and protect the confidentiality of, 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: Our policies and codes of conduct relating to such things as anti-bribery, modern slavery, ethics, corporate and social responsibility as notified by Us to You from time to time.
Order: mean Your purchase order.
Order Acknowledgement: means the email that we send you acknowledging Your Order and incorporating these terms and conditions.
Payment Terms:  all Goods and Services must be paid for in full prior to delivery unless other payment terms (such as credit terms) have been agreed in writing by Us.
Person: includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
Price: shall be the price specified in the Order.
Quotation: shall mean the written quotation that We supply to You detailing the price of the Goods or Services.
Services:  the services, including any Deliverables, set out in the Order and accepted by Us in Our Order Acceptance.
Services Commencement Date: shall be the date set out in the Order and accepted by Us in Our Order Acceptance.

1. 2. Clause and Schedule headings will not affect the interpretation of this Agreement.
   3. Unless the context otherwise requires, words in the singular include the plural and in the plural, include the singular.
   4. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

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

2. Basis of Contract
2.1 Orders for Goods and/or Services placed with Us may be placed in writing, by telephone or by email, but in all cases will be subject to Our written acceptance. The contract between You and Us will become legally binding only when We have sent You an Order Acknowledgement. All accepted orders will be deemed to incorporate these terms and conditions and will form the "Contract" with You.
2.2 The Contract overrides any other previous statements, promises, representations and undertakings given or made by Us in relation to the subject matter of the Contract which are not set out in the Contract including brochures, on our websites, specifications and advertising and the Contract excludes all such items and all other terms not set out in the Contract, including those implied by trade and/or custom and practice (and You acknowledge and agree that You have not relied on the same).
2.3 Quotations provided by Us (whether written or oral) do not constitute offers and are subject to withdrawal without notice and will automatically lapse 7 days after the date of the quotation unless We agree otherwise.
2.6 We reserve the right to make changes to the Goods and/or Services so that We may comply with any applicable law or safety requirements, or which do not materially affect the nature or quality of the Goods and/or Services.
2.7 Where We supply demonstration Services to You, We may suggest Goods and/or Services that We feel may be suitable for Your needs. We do so in good faith and We do not accept any liability in respect of this.
2.8 Where We undertake market research, We do so in order to understand the market and to suggest solutions to Our customers, this service is offered in good faith and We do not accept liability in respect of this.

3. Price

1. 1. The price for the Goods and/or Services will be as specified on the written Quotation that We give You. All prices exclude delivery which will be itemised separately
   2. VAT will be charged based on the price, at the rate applying at the time of delivery of the Goods and/or performance of the Services.
   3. Where You require delivery to more than one address or to any location outside of the UK mainland this will incur additional delivery charges.
   4. The price excludes all other taxes which may be applicable, and You shall pay any such tax in addition to the price.

4. Specifications

1. 1. Where We supply Goods or Services in accordance with Your specifications, drawings, instructions or design outputs ("Specification"), You shall ensure that the Specification is in writing, is accurate and is provided in good time in order for Us to fulfil Our contractual obligations to You.
   2. Without prejudice to Your obligations and liability under clause 4.1, where We provide any design in relation to the Goods or Services you must check and confirm that Your instructions have been interpreted correctly and, in such instances, We may request that You sign and return a copy of the Specification to confirm that You have ensured that the agreed design meets Your Specification or requirements. You acknowledge and agree that no further Services will be provided, and no Goods delivered in accordance with Your Order until We have received the returned signed copy of the Specification. We shall have no liability for errors in any Specification or details supplied and/ or approved by You.

5. Intellectual Property Rights

1. 1. The Intellectual Property Rights in any materials, Software and/or equipment, in whatever form, existing prior to the entering into of a Contract, or developed solely by one party entirely independently and unrelated to the Contract, shall be owned by the developing party.
   2. The Intellectual Property Rights in any materials, Software and/or equipment, including drawings, designs, specifications or data, developed or produced by Us in pursuance of a Contract shall remain vested in Us unless specifically agreed otherwise in writing by Us prior to entering into the Contract.

6. Cancellation
6.1 We may suspend or cancel the Contract or any part of it, by giving You notice if:
6.1.1 You fail to pay Us any money when due (under the Contract or otherwise); or
6.1.2 You suffer an Insolvency Event.
6.2 You may only cancel the Contract or any part of it if We agree in writing and, in such circumstances, You shall pay to Us the sums due for costs incurred up to cancellation, including:
6.2.1 any material, processing and manufacturing costs incurred by Us up to the date of termination;
6.2.2 the price of any specialist non-stock Goods or bespoke Goods that We have obtained, adapted or modified for You;
6.2.3 costs of failed delivery attempts; and
6.2.4 any other costs related to the Contract which We have incurred which are notified by Us to You.

7. Return of Goods

1. 1. We may, at Our sole discretion, accept the return of Goods from You:

7.1.1 if We have expressly agreed to do so in writing;
7.1.2 if the Goods are a standard stock item when You request the return;
7.1.3 on payment of Our re-stocking charges; and
7.1.4 in all cases, where the Goods are as fit for sale on their return as they were on delivery.
This clause 7 does not affect any legal rights that You might have under this Contract or otherwise and is not intended to replace those rights.

8. Delivery

1. 1. We shall use Our reasonable endeavours to meet any performance dates and times specified in the Contract but any such dates and times including all delivery times are estimates only and time shall not be of the essence for delivery of Goods and/or performance of the Services.

8.2 If You accept delivery of the Goods or performance of the Services after any estimated delivery or performance time given by Us, delivery or performance will be deemed to have been in accordance with the Contract.

1. 3. We may deliver the Goods in instalments. Each instalment is to be treated as a separate contract.
   4. If delivery does not take place because You are at fault or for reasons beyond Our control, We may charge You for any wasted time and costs incurred by Us in respect of the failed delivery and We may store and insure the Goods at Your expense. We will use reasonable endeavours to attempt to deliver the Goods, but We have the right to sell them after a period of 14 days has passed since the original delivery attempt. We may recover from the proceeds of such sale, Our costs of storage and insurance, Our costs of attempting to deliver the Goods together with the unpaid balance of the sale price of those Goods as at the day of failed delivery. In the event that the sale proceeds are insufficient to cover the costs and sale price, We may invoice You for the shortfall.
   5. Neither We nor Our carriers shall be responsible for unloading the Goods at Your premises.

8.6 We may decline to deliver the Goods if  We or Our carrier believe, that it would be unsafe, unlawful or unreasonably difficult to do so or the premises, or the access to them, are unsuitable for the delivery vehicle. Any unforeseen additional costs resulting from any requirement to make repeated or abortive delivery attempts as a result of delivery issues may be invoiced separately and must be paid for by You in accordance with clause 9.

1. 6. Delivery will be deemed to have taken place either at Our premises when You collect the Goods or at the agreed delivery address, when You have unloaded the Goods or at the place where We supply the Services.
   7. We will give You notice of the planned delivery date of the Goods and Services. If you cancel the delivery or request an alternative delivery date less than two business days prior to the planned delivery date, We shall be entitled to charge You for any costs incurred in rearranging the delivery.

9. Payment and Credit Terms

1. 1. Subject to clause 9.2, You shall pay Us the price quoted for the Goods and/or Services (as applicable) in accordance with Our invoice, in cleared funds, on or before delivery of the Goods and/or performance of the Services (as applicable). If you fail to do so, We may decline to deliver the Goods and/or perform the Services.
   2. We may require a deposit to be paid, in advance of the supply of any Goods and/or provision of Services and may at any time during the performance of the contract request that payment be made by instalments.
   3. We may allow You to have an approved credit account with Us and this will  be on such terms as We specify. The credit account terms ,unless We agree otherwise, shall require You to pay the price quoted by the method agreed by Us no later than the end of the month following the month of delivery of Goods/performance of Services (as applicable). Some of the Goods supplied by Us may require proforma or stage payments and would not be covered by Our credit facilities. We will notify You of this at the time You place Your Order with Us.
   4. We may in Our absolute discretion, decline any application for a credit account and We are not obliged to give any reason for such decision.
   5. In the event that We agree credit terms with you, We may, in Our absolute discretion, and without liability to You, at any time and without notice:

9.5.1 withdraw Your credit account;
9.5.2 reduce your credit limit or
9.5.3 bring forward Your due date for payment.

1. 6. By placing an order with Us or applying for a credit account, You:

9.6.1 consent to Us carrying out such credit referencing and other due diligence as We consider appropriate on an ongoing basis; and
9.6.2 agree that You shall, at Our request, provide all information reasonably requested by Us in relation to Your creditworthiness.

1. 7. If you fail to pay Us in full in accordance with clause 9.1,9.2 or 9.3 (as applicable):

9.7.1 We may suspend or cancel future deliveries of Goods and/or provision of Services under any Contract;

1. 1. 2. We may cancel any discount offered to You; and

9.7.3 You shall pay Us interest, both before and after any judgment, on the amount unpaid at the rate of 4 per cent per annum above Barclays Bank plc base rate from time to time, from the due date until payment in full, a part of a month being treated as a full month for the purpose of calculating interest.
10. Title and Risk
10.1 Where We provide Goods, title to the Goods shall pass to You when We have received all amounts due to Us from You which are outstanding.
10.2 The Goods are at Your risk from the time of delivery in accordance with clause 8.
10.3 Until the date on which title to the Goods passes to You in accordance with clause 10.1, all Goods shall remain Our property and:
10.3.1 You shall store them at Your own cost separately from all other Goods so that they are clearly identifiable as Our property; and
10.3.2 You shall insure them and keep them insured for the full amount due to Us and if the Goods are destroyed by an insured risk, hold the insurance proceeds, separately from all other monies, on trust for Us.
11. Third Party Contractors
11.1 By entering into a Contract you agree that We may utilise third party suppliers and contractors in carrying out Services under that Contract.
12. Warranties, Indemnity and Liability
12.1 Subject to clauses 4.2, clauses 12.2 to 12.6 and clauses 12.8 to 12.10, We warrant that:
12.1.1 the Goods and Services will conform to the Specification; and
12.1.2 Services will be provided with reasonable care and skill.
12.2 Save as set out in clause 12.1 We give no other warranties and We exclude, to the fullest extent permitted by law, all warranties, terms and conditions that would otherwise be implied into the Contract, including all warranties implied by law, custom and practice and course of dealing as to the quality of Goods and/or Services and their fitness for purpose.
12.3  You are responsible for ensuring, that:
12.3.1 the Specification is complete, accurate and fit for Your purposes;
12.3.2 the Services provided are suitable for Your purposes;
12.3.3 any Goods that are provided are suitable for Your purposes and those of Your Customer or end users.
12.4 Subject to clause 12.10 We shall not be liable, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise for any defect in the Goods or the Services which:
12.4.1  is caused by a breach of any of the warranties given at clause 12.1; or
12.4.2 are produced to the Specification.
12.5 You shall inspect the Goods on delivery. If any Goods are defective on delivery (or only partially delivered) You must mark the advice note accordingly and You:
12.5.1 shall inform Us (in writing), with full details, before their use or resale and in any event within 48 hours of delivery;
12.5.2 shall allow Us and any carrier to investigate the alleged defect or non-delivery; and
12.6 If, following Our investigations, the Goods have not been delivered or any Goods or Services delivered are found not to be in accordance with clause 12.1, and You have complied in full with clause 12.5, We shall, at Our sole option replace or repair the Goods, re-perform the Services or refund the price of Goods.
12.7 Subject to clause 12.9, We shall not be liable to You or to any person claiming through You for any loss or injury howsoever arising from the Contract, any collateral contract, the supply of Goods or their use or the provision of Services.
12.8 Subject to clause 12.9, Our liability to You for all other losses arising under or in connection with the Contract or any collateral contract, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise shall be limited to the price of the Goods or Services (as applicable) or £150,000 whichever is the lower sum.
12.9 Nothing in the Contract restricts or limits Our or Your liability for death or personal injury resulting from negligence, for fraud or for any other liability which may not be excluded or restricted by law.
12.10 You shall indemnify and keep Us indemnified in full and on demand from all costs, proceedings, actions, claims or demands, liabilities, losses, damages and obligations which We may incur or for which We may be liable (including legal costs and expenses) arising out of or in connection with the Specification infringing or being alleged to infringe third party Intellectual Property Rights.
13. General
13.1 Any waiver of a part of the Contract is binding only if it is made (or recorded by Us) in writing and expressly states an intention to waive a part of these Conditions. Such a waiver shall not be deemed to be a waiver of any subsequent breach or default.
13.2 No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
13.3 Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Us.
13.4 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
13.5 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
13.6 If We are unable to perform Our obligation to You under the Contract or any other contract between Us and You because of a Force Majeure Event We may, without liability to You, cancel or suspend any of Our obligations to You on notice.
13.7 In order to perform this Contract We may need to disclose your personal information to relevant third parties. We shall comply with all relevant data protection legislation and shall ensure that all such relevant third parties are contractually obliged to do so too. All personal data shall be processed in accordance with Our Privacy Policy as amended from time to time
13.8 If any provision of this Contract (or part of any provision) is held by any competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Contract, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
13.9 Any notice given in respect of this Contract shall be deemed to have been given if delivered personally (including by courier) to either party at their respective addresses indicated on the order, or at such other address as may be notified by either party from time to time in writing, at the time of delivery or if sent by prepaid, recorded delivery, or first class post in the UK, 2 Business Days after posting or if outside the UK, 7 Business Days after posting.
13.10 Except as expressly provided for in this clause 13.10 a person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. Our assignees shall have the right to enforce the provisions of this Contract.
13.11 We may at any time assign, transfer, charge, subcontractor deal in any other manner with all or any of Our rights under the Contract and may subcontract or delegate in any manner any or all of Our obligations under the Contract to any third party.
13.12 You shall not, without Our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under the Contract.
13.13 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.


V-TUF- GENERAL TERMS AND CONDITIONS OF PURCHASE
These terms and conditions (“Terms”) are the Terms that apply to the purchase of Goods and provision Services by Fenco Group Ltd trading as V- TUF, company registration number 09499759, whose registered office is at Unit 5 Chris Sharpe Building, Till Bridge Lane, Scampton, Lincoln, LN1 2SX(“V-TUF/We/Us/Our/s”)

1. Agreement

These terms and conditions apply to the exclusions of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2. Definitions and Interpretation

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 and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes: commercial, financial, business, customer, supplier, marketing, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); the fact that discussions are taking place concerning this Agreement; any information that is identified as being of a confidential or proprietary nature; any information which at the time of disclosure is or should be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure; and any information, findings, data or analysis derived from the afore-mentioned. For the avoidance of doubt this shall include any of Our Customers’ confidential information.
Control: as defined in section 1124 of the Corporation Tax Act 2010.
Data Protection Legislation: the UK General Data Protection Regulation as amended or updated from time to time, and any successor legislation to the UK GDPR or the Data Protection Act 2018 and all other applicable statutes, directives, or regulations which may supplement, amend, or replace the same and relate to data privacy.
Deliverables: any documents, products and materials created or developed by or on behalf of the Supplier as part of or in connection with the provision of the Services.
Delivery Date: shall be the date set out in the Order.
Delivery Location: means the address or addresses for delivery of the Goods as set out in the Order or such other address as notified by Us to the Supplier.
Effective Date: shall be the date that the Order is accepted by the Supplier either expressly or by conduct.
Goods: means the goods and related accessories, spare parts and documentation and other physical material set out in the Order or understood by the parties to be included in the goods and to be supplied by the Supplier to Us;
Goods Specification: any specification for the Goods, including related plans and drawings, agreed in writing by Us and the Supplier.
Intellectual Property Rights: patents, copyright, moral 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, rights in computer software, database rights, rights to use, and protect the confidentiality of, 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: Our policies and codes of conduct including relating to anti-bribery, modern slavery, ethics, corporate and social responsibility as notified by Us to the Supplier from time to time.
Order/ Purchase Order: means the purchase order submitted by Us.
Our Materials:  all documents, information, items and materials in any form (whether owned by Us or a third party), which are provided by Us to the Supplier in connection with the Services.
Our Customers: means those organisations, businesses or individuals to whom We agree to supply or intend to supply Goods or Services.
Payment Terms: shall mean the payment terms agreed by the parties and if no such terms are agreed, We shall pay any invoice correctly and properly submitted to Us by the end of the calendar month  following the month of date of the Supplier’s invoice.
Price: shall be the price specified in the Order.
Services:  the services, including any Deliverables, set out in the Order or understood by the parties to be included in the services to be supplied by the Supplier to Us.
Services Commencement Date: shall be the date set out in the Order.
Supplier: the person, company, business or organisation that will be supplying Goods or Services to Us under this Agreement.
Supplier Materials:  all documents, information, items and materials in any form (whether owned by Supplier or a third party), which are used by the Supplier in connection with the provision of the Goods and/or Services.
Term: has the meaning set out in the Order.

2. 1. Clause and Schedule headings shall not affect the interpretation of this Agreement.
   2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural, shall include the singular.
   3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
   4. Any words following the terms including, include, 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.
3. Commencement and Duration
   1. This Agreement will come into effect on the Effective Date and will continue for the Term, unless terminated earlier by either party as set out in this Agreement.
4. Supply of Goods
   1. The Supplier shall ensure that the Goods shall:
      1. correspond with their description and any applicable Goods Specification;
      2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Us expressly or by implication, and in this respect We rely on the Supplier’s skill and judgement;
      3. where they are manufactured, be free from defects in design, materials and workmanship and remain so for 24 months after the Delivery Date;
      4. comply with all applicable EU, UK and US laws, regulations, regulatory policies, guidelines or requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods including all relevant quality standards applicable to such Goods; and
      5. match any proof or sample provided to Us by the Supplier, and accepted by Us in writing, in particular but not limited to pantone, shade and colour.
   2. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under this Agreement in respect of the Goods.
   3. We may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under this Agreement.
   4. If following such inspection or testing We consider that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 4.1, We shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
   5. We may, at the Supplier’s expense, conduct further inspections and tests after the Supplier has carried out its remedial actions.
5. Delivery of Goods
   1. The Supplier shall ensure that:
      1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
      2. each delivery of the Goods is accompanied by a delivery note which (unless We advise otherwise) shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), the weight of the Goods, any special handling or storage instructions and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered;
      3. it states clearly on the delivery note any requirement for Us to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
      4. No packaging shall display or feature any Supplier logo, contact details or similar that shall identify the Supplier to Our Customers or third parties.
   2. Unless otherwise notified by Us, the Supplier shall deliver the Goods:
      1. on the Delivery Date:
      2. to the Delivery Location; and
      3. during Our normal hours of business.
   3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
   4. Where Goods are delivered in instalments, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Us to the remedies set out in clause 7.
   5. Title and risk in the Goods shall pass to Us on delivery of the Goods (whether in full or in part if delivery is made by instalments) at the Delivery Location.
6. Supply of Services
   1. The Supplier shall from Service Commencement Date and for the duration of this Agreement supply the Services to Us in accordance with the terms of this Agreement.
   2. The Supplier shall meet any performance dates for the Services and time is of the essence in relation to any of those performance dates.
   3. In providing the Services, the Supplier shall:
      1. co-operate with Us in all matters relating to the Services, and comply with all of Our instructions;
      2. perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
      3. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with this Agreement;
      4. ensure that the Services and Deliverables will conform with all descriptions and specifications and that the Deliverables shall be fit for any purpose that We expressly or impliedly makes known to the Supplier;
      5. provide all equipment, tools and vehicles and such other items as are required to provide the Services;
      6. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Us, will be free from defects in workmanship, installation and design;
      7. obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
      8. comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services including all relevant quality standards applicable to such Services and the Mandatory Policies;
      9. observe all health and safety rules and regulations and any other security requirements that apply at any of Our premises;
      10. hold Our Materials in safe custody at its own risk, maintain Our Materials in good condition until returned to Us, and not dispose or use Our Materials other than in accordance with Our written instructions or authorisation; and
      11. not do or omit to do anything which may cause Us to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that We may rely or act on the Services. 
7. Our Remedies
   1. If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, We shall, without limiting or affecting other rights or remedies available to Us, have one or more of the following rights:
      1. to terminate this Agreement with immediate effect by giving written notice to the Supplier;
      2. to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
      3. to recover from the Supplier any costs incurred by Us in obtaining substitute goods and/or services from a third party;
      4. to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and
      5. to claim damages for any additional costs, loss or expenses incurred by Us which are in any way attributable to the Supplier’s failure to meet such dates.
   2. If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 4.1, then, without limiting or affecting other rights or remedies available to Us, We shall have one or more of the following rights, whether or not We have accepted the Goods:
      1. to terminate this Agreement with immediate effect by giving written notice to the Supplier;
      2. to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
      3. to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
      4. to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
      5. to recover from the Supplier any expenditure incurred by Us in obtaining substitute goods from a third party; and
      6. to claim damages for any additional costs, loss or expenses incurred by Us arising from the Supplier’s failure to supply Goods in accordance with clause 4.1.
   3. This Agreement shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
   4. Our rights under this Agreement are in addition to any rights and remedies implied by statute and common law.
8. Our Obligations
   1. We shall:
      1. provide such necessary information for the provision of the Goods and/or Services as the Supplier may reasonably request; and
      2. provide access to Our premises or facilities as may reasonably be requested by the Supplier and agreed with the Supplier in writing in advance, for the purposes of this Agreement.
9. Pricing and Payment Terms
   1. In consideration of the provision of the Goods and/or Services by the Supplier, We agree to pay the Price in accordance with the Payment Terms.
   2. The Price shall be inclusive of the costs of packaging, insurance and carriage of the Goods and include all costs and expenses of the Supplier directly or indirectly incurred in connection with the performance of the Services.
   3. Unless otherwise agreed by the parties in writing, the Supplier shall invoice Us after completion of delivery of the Goods and/or on completion of the Services (as applicable).  Notwithstanding the Delivery Location, all invoices shall be sent to Us at the address indicated on the Order.
   4. We shall pay each invoice in accordance with the Payment Terms, or on such other date as agreed in writing between the parties, to a bank account nominated in writing by the Supplier from time to time.
   5. The Price does not include any VAT or other governmental taxes, duties, fees and levies (“Taxes”). If Taxes are payable in respect of the Price, We shall be liable for payment of such Taxes;
   6. We may at any time, without notice to the Supplier, set off any liability of the Supplier to Us against any liability We have to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement.  Any exercise by Us of Our rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.
   7. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Us to inspect such records at all reasonable times on request.
10. Intellectual Property
    1. We will own any Intellectual Property Rights existing in Our Materials and any Deliverables.  We grant the Supplier a personal, non-exclusive, non-transferable licence to use Our Materials for the purposes of this Agreement.
    2. The Supplier will own any Intellectual Property Rights existing in the Supplier Materials.  The Supplier grants Us a personal, non-exclusive, non-transferable licence to use the Supplier Materials for the purposes of this Agreement.
11. Limitation on Liability
    1. Nothing in this Agreement shall limit or exclude Our liability for:
       1. death or personal injury caused by Our negligence, or the negligence of Our personnel, agents or sub-contractors;
       2. fraud or fraudulent misrepresentation; or
       3. any other liability which cannot be limited or excluded by applicable law.
    2. Subject to clause 11.1, We shall not have any liability to the Supplier whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, goodwill, business opportunities or anticipated savings or benefits, or for any loss of corruption of data or for any indirect or consequential loss arising under or in connection with this Agreement.
    3. Our total aggregate liability to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Price paid by Us under this Agreement in the 12 months preceding the date the liability arose or £100,000 whichever is the lower sum.
12. Representations and Warranties and Undertakings
    1. Each party represents, warrants and undertakes to the other that:
       1. it has full capacity and authority to enter into and to perform this Agreement;
       2. this Agreement is executed by a duly authorised representative of that party;
       3. there are no actions, suits or proceedings or regulatory investigations pending or, to that party’s knowledge, threatened against of affecting that party before any court or administrative body that might affect the ability of that party to meet and carry out its obligations under this Agreement;
       4. it conducts its business in a manner that is consistent with the Mandatory Policies; and
       5. once duly executed this Agreement will constitute its legal, valid and binding obligations.
13. Indemnity
    1. The Supplier shall indemnify Us against all liabilities, costs, expenses, damages and losses (including but not limited to 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 all other reasonable professional costs and expenses) suffered or incurred by Us arising out of or in connection with:
       1. any claim made against Us for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding Our Materials);
       2.  any claim made against Us by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables;
       3. any claim made against Us by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services;
       4. any breach of the Mandatory Policies.
14. Confidential Information
    1. Each party undertakes at any time during this Agreement, and for a period of 10 years after termination, not to disclose, copy or use any Confidential Information except as permitted by clause 14.2.
    2. Each party may disclose the other party's Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. You shall not use any of Our or Our Customer’s company logos or trademarks or Goods in any of your advertising materials or methods either verbally, physically or in any form of digital or electronic communication or disclose that We are one of Your customers. without Our express consent in writing.
15. Data Protection
    1. Both parties agree to comply with their obligations under the Data Protection Legislation in respect of any Personal Data, which it supplies or receives under, or in connection with, this Agreement in its role as either Data Controller or Data Processor. Where a party is Data Controller it will ensure that it has obtained from all relevant Employees all consents which may be necessary in order for it, or the Data Processor, to lawfully process Personal Data about those Employees for the purposes of delivering the Services and Products.
    2. Both parties warrant that they will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data.
16. Reporting and Audit
    1. The Supplier shall:
       1. maintain a complete set of records to trace the supply chain of all Goods and Services provided to Us in connection with this Agreement;
       2. permit Us and Our third-party representatives, on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of the Mandatory Policies, to have access to and take copies of the Supplier’s records and any other information and to meet with the Supplier’s personnel to audit the Supplier’s compliance with its obligations and with the Mandatory Policies.
17. Termination and Consequences of Termination
    1. Without affecting any other right or remedy available to Us, We may terminate this Agreement:
       1. with immediate effect by giving written notice to the Supplier if:
          1. there is a change of Control of the Supplier; or
          2. the Supplier's financial position deteriorates to such an extent that in Our opinion the Supplier's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy; or
          3. the Supplier commits a breach of clause 14, clause15 or the Mandatory Policies,
       2. for convenience by giving the Supplier 30 days' written notice.
    2. Without affecting any other right or remedy available to it, either party may terminate this Agreement immediately on written notice to the other if:
       1. the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days of being notified in writing to do so;
       2. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
       3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;
       4. an application is made to the court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
       5. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
    3. On termination of this Agreement, the Supplier shall immediately deliver to Us all Deliverables whether or not then complete and return all of Our Materials. If the Supplier fails to do so, then We may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement.
    4. The expiry or termination of this Agreement shall not affect the accrued rights, remedies, obligations or liabilities of the parties under it existing at expiry or termination.
    5. The following clauses shall continue in force: clause 10 (Intellectual Property), clause 11 (Limitation of Liability), clause 13 (Indemnity), clause 14 (Confidentiality), clause 15 (Data Protection), clause 17 (Consequences of Termination), clause 18 (Force Majeure), clause 19 (Insurance), clause 20(General) and any other provision of this Agreement which expressly or by implications is intended to continue. 
18. Force Majeure
    1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 10 Business Days or more, the party not affected may terminate this Agreement by giving 5 Business Days' written notice to the other party.
19. Insurance
    1. During the Term and for 6 years thereafter, the Supplier shall, at its expense, maintain in force with a reputable insurance company, adequate insurance covering the supply of the Goods and/or Services and its liabilities under this Agreement including as a minimum employer’s liability insurance for no less than £15,000,000, public liability insurance for no less than £10,000,000 and product liability insurance for no less than £10,000,000 in each case per event increasing annually in accordance with the UK retail prices index.  The Supplier shall, on Our request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
20. General
    1. Dispute Resolution: Subject to either party’s rights and remedies under this Agreement, the parties agree to use all reasonable efforts to negotiate and amicably resolve any disputes in relation to this Agreement by senior level negotiations.
    2. Publicity: Neither party shall make any public announcement regarding the existence or subject matter of this Agreement without the prior written consent of the other party.
    3. Notices: Any notice given in respect of this Agreement shall be deemed to have been given if delivered personally (including by courier) to either party at their respective addresses indicated on the Order, or at such other address as may be notified by either party from time to time in writing, at the time of delivery or if sent by prepaid, recorded delivery, or first class post in the UK, 2 Business Days after posting or if outside the UK 7 Business Days after posting.
    4. Assignment: the Supplier shall not assign nor in any manner transfer any interest or claim in this Agreement to any third party, unless authorised in advance in writing by Us, such authorisation not to be unreasonably withheld or delayed.
    5. Sub-contracting: the Supplier may only sub-contract its rights or obligations under this Agreement with Our prior written consent.
    6. Severability: If any provision of this Agreement (or part of any provision) is held by any competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
    7. Amendment: No amendment or variation of this Agreement shall be effective unless it is in writing and signed by an authorised representative of the parties.
    8. Entire Agreement: This Agreement constitutes the whole Agreement between the parties and supersedes all previous Agreements between the parties relating to its subject matter.
    9. No Partnership or Agency: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.
    10. Third Party Rights: A person who is not a party to this Agreement may not enforce any of its terms under this Agreement (Rights of Third Parties) Act 1999.
    11. Costs: Each party shall pay their own costs and expenses incurred by it in connection with the entering into of this Agreement.
    12. Counterparts: This Agreement may be executed in any number of counterparts.  This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
    13. Law and Jurisdiction: This Agreement and any non-contractual rights or obligations arising out of or in relation to it, shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts for any dispute arising in connection with this Agreement.

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