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1. Definitions and Interpretation

1.1 In these Conditions, the following definitions apply:
Applicable Laws: any law, enactment or regulation known by the Supplier to be applicable to the Goods and any standards relevant to the Goods, including, where relevant, any Commercial Building Telecoms Standard (including any Telecommunications Industry Association Standard), International Organisation for Standardisation Standard (including any International Electrotechnical Commission Standard) and British and/or European Standard;
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Conditions: these terms and conditions of sale as amended from time to time in accordance with Clause 15.8;
Confirmed Delivery Date: the date that the Supplier expects to deliver the Goods to the Customer as detailed in the Order Confirmation or, if the Goods are being collected by the Customer, the date the Supplier expects to notify the Customer that the Goods are ready for collection as detailed in the Order Confirmation and if there is no such date detailed in the Order Confirmation, the confirmed delivery date shall be three (3) months from the date of the Order Confirmation;
Contract: the contract between the Supplier and the Customer for the supply of Goods in accordance with these Conditions including the Order and Order Confirmation and, where relevant, the Goods Specification, as amended;
Customer: the party who purchases the Goods from the Supplier as detailed in the Order;
Delivery Date: the date the Goods are:
a) delivered to the Customer at the Location; or
b) collected by the Customer from the Location.
Despatch Date: the date the Goods are despatched for delivery to the Customer;
Force Majeure Event: an event beyond the reasonable control of either party including act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport and/or logistics network, accident, breakdown or unavailability of plant or machinery, fire, flood, storm or default of either party’s suppliers and/or subcontractors;
Goods: the goods (or any part of them) supplied by the Supplier set out in the Order Confirmation;
Goods Specification: any specification for the Goods, including any relevant plans or drawings that are agreed in writing by the Customer and the Supplier;
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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;
Location: the location where the Supplier will deliver the Goods as detailed in the Order Confirmation or such other location as may be agreed by the parties in writing from time to time;
Order: the Customer's order for the supply of Goods submitted by the Customer to the Supplier;
Order Confirmation: written acceptance of the Order from the Supplier to the Customer, as amended or revised by the Supplier;
Supplier: the Brand-Rex entity detailed as such in the Order.

1.2 In these Conditions, the following rules apply:
a) a reference to a Clause or paragraph is to a Clause or paragraph of these Conditions, unless the context otherwise requires;
b) the headings of these Conditions are for convenience only and shall not affect its construction or interpretation;
c) words in the singular include the plural and in the plural include the singular and a reference to one gender includes a reference to the other gender;
d) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
e) a reference to a party includes its personal representatives, successors or permitted assigns;
f) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
g) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
h) a reference to writing or written includes faxes and e-mails.

2. Order Process

2.1 The Supplier may issue to the Customer a price list detailing the current price of the Goods or a quotation detailing an estimate for the price of Goods. Any quotation given by the Supplier shall not constitute an offer, and is only valid for the quotation validity period detailed in the quotation. The Customer can only order Goods from the Supplier in accordance with Clause 2.2.

2.2 The Customer shall place orders for Goods by sending a completed Order to the Supplier. The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.

2.3 The Order shall only be deemed to be accepted when the Supplier issues an Order Confirmation and the Contract shall come into existence from the date of the Order Confirmation (“Commencement Date”).

2.4 The Supplier may, at its sole discretion, accept amendments to an Order proposed by a Customer after the Commencement Date. The Supplier shall only consider changes to the Location if the Customer gives the Supplier written notice of any such changes:
a) at least two (2) Business Days’ before the Despatch Date for Goods being delivered within the UK; or
b) at least seven (7) Business Days’ before the Despatch Date for Goods being delivered outside of the UK; and
the Supplier is entitled to charge the Customer for any additional costs or expenses associated with such change unless the Supplier agrees otherwise with the Customer in writing.

2.5 Any samples, drawings, descriptive matter or other descriptions of the Goods contained in the Supplier's catalogues, brochures or other marketing materials are issued or published for the sole purpose of giving an approximate understanding of the relevant Goods. They shall not form part of the Contract or have any contractual force. This does not include the Goods Specification which is contractually binding

2.6 These Conditions shall prevail over and apply to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which may be implied by trade, custom, practice or course of dealing to the fullest extent permitted at law.

3. Delivery of Goods

3.1 The Supplier will use its reasonable endeavours to deliver the Goods to the Location on the Confirmed Delivery Date. The Confirmed Delivery Date is approximate only, and the time of delivery is not of the essence.

3.2 Each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable).

3.3 Delivery of the Goods shall be completed in accordance with the relevant Incoterm outlined in the Order Confirmation. Where no Incoterm is detailed, delivery of the Goods shall be completed once the Goods have been despatched from the UK.

3.4 If the Supplier fails to deliver the Goods within twenty (20) Business Days of the Confirmed Delivery Date], its liability shall be limited to the cost of replacement goods of similar description and quality and any other costs reasonably agreed between the Supplier and the Customer prior to despatch of the replacement goods to the Customer. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

3.5 If the Customer fails to collect the Goods from the Location or the Supplier Premises in accordance with Clause 3.3 within twenty (20) Business Days of the Supplier notifying the Customer in writing that the Goods are ready for collection then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the twentieth (20th) Business Day following the day on which the Supplier notified the Customer in writing that the Goods were ready for collection and the Supplier will notify the Customer in writing of such deemed completion;
b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance);
c) the Supplier may terminate the Contract, retain, resell or dispose of the Goods and charge the Customer reasonable cancellation charges.

3.6 The Customer shall be responsible for inspecting the Goods immediately following delivery and notifying the Supplier in writing of any errors in the Delivery Note or defects in the Goods within three 3 Business Days of delivery. Subject to Clause 3.7, if, at the Point of Delivery, the Customer rejects the Goods without cause, the Supplier may:
a) resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs or charge the Customer for any shortfall below the price of the Goods or,
b) where the Goods have been manufactured and supplied in accordance with a Goods Specification, charge the Customer for the full price of the Goods and any reasonable cancellation charges.

3.7 For the purposes of Clause 3.6, where it has been agreed between the Customer and the Supplier in the Order Confirmation that Goods will be delivered to a port or vessel under Incoterms in accordance with Clause 3.3, the point of delivery shall be the premises or site agreed between the Supplier and Customer in the Order Confirmation or, where no such premises or site has been agreed, the closest Customer warehouse to such port or vessel (“Point of Delivery”). The Customer shall collect the Goods from the Point of Delivery within 5 weeks of the date such Goods are delivered to the Point of Delivery by the Supplier.

3.8 Unless otherwise specified in writing between the parties, the Supplier reserves the right to deliver to the Customer up to and including 10 per cent more or less (+/- 10%) than the quantity or, where appropriate, length of Goods ordered. The Customer shall pay for the actual quantity or, where appropriate, length delivered.

3.9 The Supplier may deliver the Goods by installments, as agreed with the Customer and outlined in an Order Confirmation or otherwise agreed in writing between the Customer and the Supplier, which shall be invoiced and paid for separately. Each installment shall constitute a separate contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any remaining installments.

3.10 The Supplier will agree with the Customer in writing if packaging and/or containers are to be made available by the Customer for collection by the Supplier. In such instance, the Customer shall make such containers and/or packaging available for collection by the Supplier at such times as the Supplier shall reasonably request. Collection of containers and/or packaging shall be at the Supplier's expense unless otherwise agreed by the parties in writing. If the Supplier does not collect or arrange collection of packaging and/or containers within ten (10) Business Days of the agreed collection date, the Customer may dispose of or destroy the packaging and/or containers without liability to the Supplier.

4. Goods

4.1 The Goods are described in the Supplier's catalogue in accordance with Clause 2.5, or where relevant, the Goods Specification or in any relevant and communicated data sheet provided to the Customer prior to the Customer placing an Order.

4.2 The Supplier reserves the right to amend any Goods Specification if required by any applicable statutory or regulatory requirements or due to any cost reduction or product improvement. Where such circumstances have a direct impact on the size, dimensions or functionality of the Goods, the Supplier shall notify the Customer in writing of such changes as soon as reasonably practicable.

4.3 The Customer shall:
a) ensure that the Order and the Goods Specification are complete, clear and accurate; and
b) obtain and maintain all necessary licences (including import licences), permissions and consents which may be required in respect of the Goods before delivery of the Goods.

5. Quality of Goods

5.1 The Supplier warrants that on the Delivery Date and for a period of 12 months from the Delivery Date the Goods shall:
a) conform with Applicable Laws, including any applicable industry standards;
b) conform with any applicable Goods Specification based on information provided by the Customer in respect of the Goods;
c) be free from material defects in design, material and workmanship; and
d) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
All other warranties or conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for purpose (whether statutory or otherwise) other than those expressly set out in these Conditions are expressly excluded to the fullest extent permitted by law.

5.2 Subject to Clause 5.3, the Customer shall notify the Supplier in writing in accordance with Clause 3.6 if the Goods do not comply with the warranties set out in Clause 5.1 and, if requested to do so by the Supplier, return such Goods to the Supplier's place of business at the Supplier's cost. The Supplier shall be entitled to examine, and take samples of, such Goods to verify whether they comply with the warranties set out in Clause 5.1. Where the Supplier accepts the Goods do not comply with the warranties set out at Clause 5.1, it shall, at its option, repair or replace such Goods. Any dispute regarding compliance with the warranties shall be determined in accordance with Clause 14.

5.3 The Supplier shall not be liable for any failure to comply with the warranties in Clause 5.1 if:
a) the Customer makes any further use of such Goods after giving a notice in accordance with Clause 5.2;
b) the non-compliance arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
c) the non-compliance arises as a result of the Supplier following any drawing, design, specification or instructions supplied by the Customer;
d) the Customer alters or repairs such Goods without the written consent of the Supplier;
e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working or environmental conditions;
f) the non-compliance arises as a result of changes made to ensure the Goods comply with Applicable Laws and / or industry standards; and
g) the quantities and/or length of Goods, as appropriate, vary from the quantities and/or length of Goods in the Order in accordance with Clause 3.8 or the length of the Goods differs from the estimation given by the Supplier to the Customer and the Customer is given an opportunity to verify the Supplier’s estimation but refuses to do so.

5.4 Except as provided in this Clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with any warranty set out in Clause 5.1.

5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under Clause 5.2.

6. Title and risk

6.1 The risk in the Goods shall pass to the Customer on delivery in accordance with Clause 3.4.

6.2 Title to the Goods shall pass to the Customer following the Supplier’s receipt of payment in full (in cash or in cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:
a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
c) maintain the Goods in satisfactory condition;
d) keep the Goods insured against all risks for their full price on the Supplier's behalf from the Delivery Date;
e) notify the Supplier immediately if it becomes subject to any of the events listed in Clause 11.2; and
f) give the Supplier such information relating to the Goods as the Supplier may require from time to time.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Clause 11.2 then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time:
a) require the Customer to deliver to the Supplier all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
b) if the Customer fails to promptly deliver such goods as set out in Clause 6.4 (a), enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. Charges and payment

7.1 The price for Goods shall be:
a) the price set out in the Order Confirmation or in any separate agreement between the Supplier and the Customer in respect of the Goods; or
b) if no price is quoted in the Order Confirmation or there is no separate agreement between the Supplier and the Customer in respect of the Goods, the retail price set out in the Supplier's price list published as at the Delivery Date.

7.2 Except where the Goods are collected by the Customer from the Supplier Premises (in which case the price of the Goods is inclusive of insurance), the price of the Goods is exclusive of:
a) any costs and charges of expedited postage carriage or freight, including any additional handling charges, or any additional packaging required and approved by the Customer or requested by the Customer;
b) insurance;
c) any customs, import or other duties charged in respect of the sale and importation of the Goods into the country in which the Goods are to be delivered, which shall be charged to the Customer by the Supplier in addition to the price of the Goods.

7.3 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before the Delivery Date, to reflect any increase in the cost of the Goods to the Supplier that is due to:
a) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
b) any request by the Customer to change the Confirmed Delivery Date, Location, quantities or types of Goods ordered, or (where applicable) the Goods Specification; or
c) any delay caused by any instructions or failure to give the Supplier adequate or accurate information or instructions of the Customer in respect of the Goods,
d) where there is a change to the Goods Specification, where relevant.

7.4 The Supplier shall invoice the Customer on the Despatch Date, or on the Despatch Date for each installment, as appropriate, and the Customer shall pay each invoice submitted by the Supplier:
a) within 30 days of the date of the invoice unless otherwise agreed in writing between the parties; and
b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

7.5 All amounts payable by the Customer under the Contract are exclusive of value added tax, any similar sales tax or any tax that replaces such sales taxes. Any such tax payable in relation to any such amounts shall be paid in addition. If the Customer is required under any Applicable Laws to withhold or deduct any amount from the payments due to the Supplier, the Customer shall increase the sum it pays to the Supplier by the amount necessary to leave the Supplier with an amount equal to the sum it would have received if no such withholdings or deductions had been made.

7.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the highest amount permitted by law. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

7.8 On request by the Supplier, the Customer shall enter into a security for the due performance of all of the Customer’s obligations to the Supplier under the Contract.

8. Intellectual Property Rights

8.1 The Customer acknowledges that:
a) the Intellectual Property Rights in and to the Goods are owned by the Supplier or any licensors of the Supplier; and
b) nothing in these Conditions shall be construed as conferring any licence or granting any rights in favour of the Customer in relation to the Intellectual Property Rights; and
c) the Supplier asserts its full rights to control the use of its trade marks throughout the world and the Customer shall assist the Supplier as required in preventing parallel importers from diluting the Supplier’s rights. Any reputation in any trade marks affixed or applied to the Goods shall accrue to the sole benefit of the Supplier or any other owner of the trade marks from time to time.

8.2 The Customer shall not repackage the Goods and/or remove any copyright notices, confidential or proprietary identification from the Goods save for any removal which is a necessary result of a manufacturing process of which the Supplier has been previously notified in writing by the Customer.

8.3 The Customer shall not use or seek to register any trade mark or trade name (including any company name) which is identical to, confusingly similar to or incorporates any trade mark or trade name which the Supplier or any associated company of the Supplier owns or claims rights in anywhere in the world.

8.4 If at any time it is alleged that the Goods infringe the rights of any third party or if, in the Supplier’s reasonable opinion, such an allegation is likely to be made, the Supplier may, at its sole option and own cost:
a) modify or replace the Goods in order to avoid the infringement; or
b) procure for the Customer the right to continue using the Goods; or
c) repurchase the Goods at the price paid by the Customer, less depreciation.

8.5 To the extent that the Goods are to be manufactured in accordance with any Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier 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 and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Goods Specification. This Clause 8.5 shall survive termination of the Contract.

8.6 The Customer shall promptly and fully notify the Supplier of:
a) any actual, threatened or suspected infringement of any Intellectual Property Rights which comes to the Customer’s notice; and
b) any claim by any third party that comes to the Customer’s notice that the sale or advertisement of the Goods infringes the rights of any person.

8.7 The Customer agrees (at the Supplier's request and expense) to do all such things as may be reasonably required to assist the Supplier in taking or resisting any proceedings in relation to any infringement or claim referred to in Clause 8.6.

9. Confidentiality

9.1 Each party undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other which it acquires prior to or during the course of the Contract, including all technical data, designs and drawings, except any information that is:
a) subject to an obligation to disclose under law, or that is required to be disclosed by any competent regulatory authority, by notice or otherwise; or
b) already in its possession or in the public domain other than as a result of a breach of this Clause 9;

9.2 Each party undertakes to the other to take all steps that are necessary from time to time to ensure compliance with the provisions of this Clause 9 by its employees, agents and subcontractors.

10. Limitation of Liability

10.1 Nothing in these Conditions shall limit or exclude either party's liability for:
a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
d) defective products under the Consumer Protection Act 1987.

10.2 Subject to Clause 10.1:
a) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the price paid by the Customer to the Supplier for the Goods affected; and
b) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, data, revenue, business opportunity, anticipated savings, goodwill or reputation or any indirect or consequential loss arising under or in connection with the Contract.

10.3 The Supplier shall not be liable for any losses arising from the Customer’s subsequent use or misuse of the Goods including:
a) fair wear and tear;
b) wilful damage;
c) the Customer’s negligence, or that of its agents or employees, or any failure to follow the Supplier’s instructions as to use of the Goods;
d) abnormal working conditions beyond those referred to in the Specification; and
e) any alteration or repair of the Goods by any manufacturing process or otherwise, save for any latent defect which means that the Goods did not comply with the Specification.

10.4 Any claim in respect of the Goods must be accompanied by all documentary evidence in the Customer’s possession, including but not limited to production labels and samples. The Supplier may suspend further deliveries of the Goods until such claim has been decided in accordance with Clause 14.

10.5 The Supplier shall not be liable for:
a) non-delivery of the Goods in accordance with Clause 3.5, in whole or in part, unless the Customer notifies the Supplier in writing of such non-delivery within three (3) Business Days of the Confirmed Delivery Date or, in cases where a Delivery Date is not advised within the Order Confirmation, ten (10) Business Days of the Despatch Date and the Supplier fails to deliver the Goods within ten (10) Business Days of receipt of such notice;
b) damage to or loss of all or part of the Goods in transit (except where the Goods are carried by the Supplier’s own transport or by a carrier on behalf of the Supplier where the Customer notifies the Supplier and, where appropriate, the carrier of the Goods, within five (5) Business Days of receipt of the Goods);
c) shortages in the quantity of the Goods outside the percentage fluctuation detailed in Clause 4.9 unless the Customer notifies the Supplier of a claim within five (5) Business Days of receipt of the Goods.

10.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

10.7 This clause 10 shall survive termination of the Contract.

11. Termination

11.1 Without limiting its other rights or remedies the Customer may terminate the Contract by giving the Supplier not less than twenty one (21) days' written notice and the Supplier may charge the Customer reasonable cancellation charges.

11.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:
a) makes or applies for an interim order; or
b) has a voluntary arrangement approved; or
c) presents petition for a bankruptcy order or a bankruptcy order is made against it; or
d) has a receiver or trustee in bankruptcy appointed over its estate; or
e) has a voluntary arrangement proposed or approved, an administration order made or a receiver or administrative receiver appointed over its assets or undertakings, or
f) has a winding-up resolution or petition passed or presented (otherwise than for the purposes of solvent reconstruction or amalgamation); or
g) any circumstances arise which entitle the court or a creditor the company or its directors to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order, or other similar or equivalent action is taken against or by the other party by reason of its insolvency or in consequence of debt.

11.3 Without limiting its other rights or remedies, the Supplier may:
a) suspend all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Clause 11.2 or the Supplier reasonably believes that the Customer is about to become subject to any of them;
b) if the Customer fails to pay any amount due under this Contract on the due date for payment:
(i) suspend all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier; or
(ii) terminate the Contract with immediate effect by giving written notice to the Customer.

11.4 On termination of the Contract for any reason:
a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest;
b) both parties shall return any confidential information of the other party to that party;
c) return containers and / or packaging as agreed between the Supplier and the Customer in accordance with Clause 3.10;
d) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
e) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

12. Anti-Bribery and Corruption

12.1 The Supplier shall:
a) comply with all Applicable Laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
c) have and shall maintain in place throughout the term of Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with clause 16.1 (b), and will enforce them where appropriate;
d) promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Contract; and
e) immediately notify the Customer (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier and the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Contract).

12.2 For the purpose of this Clause 12, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

13. Force Majeure

13.1 Neither party shall be liable to the other party as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. The time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed due to the Force Majeure Event.

13.2 If the Force Majeure Event prevents either party from performing its obligations under this Contract for more than six (6) months, the other party shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the party prevented from performing its obligations under this Contract.

14. Dispute Resolution

14.1 Subject as may be provided elsewhere in these Conditions, all disputes, differences or questions arising in relation to this Contract shall be referred in the first instance to the Commercial Director of the Supplier and an equivalent role of the Customer, who shall meet together and attempt to settle the dispute between themselves (acting in good faith) within one (1) month of the dispute being referred to them.

14.2 If the individuals referred to in Clause 14.1 fail to resolve the dispute, it shall be referred to the Chief Executive of the Supplier and an equivalent of the Customer, who shall meet together and attempt to settle the dispute between them (acting in good faith) within one (1) month of the dispute being referred to them.

14.3 If the individuals referred to in Clause 14.2 fail to resolve the dispute, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure and the mediation will start, unless otherwise agreed between the parties, within twenty (20) Business Days of one party issuing a request to mediate to the other party. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. The mediation will take place in London and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive law of England and Wales.

14.4 If the dispute is not settled by mediation within twenty (20) Business Days of commencement of the mediation or within such further period as the parties may agree in writing, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of twenty (20) Business Days, or the mediation terminates before the expiration of the said period of twenty (20) Business Days, either party shall be entitled to raise court proceedings in accordance with Clause 15.11.

15. General

15.1 Assignment and other dealings
a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
b) The Customer shall not, without the prior written consent of the Supplier, such consent not to be unreasonably withheld, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

15.2 Notices
a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid, tracked, first-class post or other next working day delivery service, or by commercial courier or e-mail.
b) A notice or other communication shall be deemed to have been received:
a) if delivered personally, when left at the address referred to in Clause 15.2(a);
b) if sent by pre-paid, tracked, first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or
d) if sent by e-mail, one Business Day after transmission.
e) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15.3 Severance
a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 15.3 shall not affect the validity and enforceability of the rest of the Contract.
b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.4 Entire Agreement
a) These Conditions and any separate agreement agreed between the Customer and the Supplier in respect of the supply of Goods constitute the entire agreement between the parties in connection with its subject matter and supersedes any previous agreement, warranty, statement, representation, understanding or undertaking (in each case whether written or oral) given or made before the date of this Contract by or on behalf of the parties and relating to its subject matter.
b) Neither party has relied on any statement, representation, agreement, understanding or promise made by the other except as expressly set out in these Conditions.

15.5 Waiver: A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.6 No partnership or agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of another party for any purpose, unless otherwise agreed in writing between the parties. Neither party shall have authority to act as agent for, or to bind, the other party in any way. Any sales representatives used by the Supplier in connection with the Goods does not have the authority to act as agent for, or to bind, the Supplier in any way and any Contract will only be valid and binding if entered into between the Supplier and the Customer, unless otherwise notified in writing by the Supplier to the Customer.

15.7 Third party rights: 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.

15.8 Variation: Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Customer and the Supplier.

15.9 Governing Law: This 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 the law of England and Wales.

15.10 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims). Notwithstanding the foregoing, the Supplier reserves its right to bring any claims arising hereunder before any competent court of the country in which the Customer is resident or maintains a business address.