Terms and Conditions for the Purchase of Goods

– Pukka Pies Limited
(December 2023)

1. INTERPRETATION

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9:00am to 5:00pm on any Business Day.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 22.4.

Contract: a contract between the Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.

Customer: Pukka Pies Limited (registered in England and Wales with company number 01008747).

Customer Materials: has the meaning set out in clause 9.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

Delivery Date: the date specified (i) in the Order or (ii) if different or if not date is specified in the Order the date (and time window) selected by the Supplier via the Customer’s booking-in portal.

Delivery Location: the Customer’s address for delivery of Goods as set out in the Order or as otherwise agreed in writing with the Customer.

Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, collapse of buildings, fire, explosion or accident, non-performance by suppliers or subcontractors and interruption or failure of utility service.

Good: the goods (or any part of them) set out in an Order.

Good Industry Standard: the standards of a skilled, experienced and qualified provider of goods similar or identical to the Goods.

Intellectual Property: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill, rights in recipes and formulations 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.

Order: the Customer’s purchase order for the Goods (including a unique item code by reference to which certain information including the price and specification of the Goods are identified), sent to the Supplier by the Customer by email.

Specification: the specification for the Goods set out in the Order by reference to the unique item code.

Supplier: the person or firm from whom the Customer purchases Goods.
as defined in the Data Protection Legislation.

VAT: UK value added tax or any equivalent tax from time to time chargeable in the UK.

1.2 Interpretation:

• 1.2.1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• 1.2.2. A reference to a party includes its successors and permitted assigns.
• 1.2.3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
• 1.2.4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
• 1.2.5. A reference to writing or written includes email.

2. BASIS OF THE CONTRACT

2.1. These Conditions apply to every Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, unless other terms and conditions have been expressly agreed in writing between the Supplier and the Customer and expressly incorporated into the Contract by reference to these Conditions.

2.2. Information relating to the Goods which are the subject matter of an Order (including the Specification and price) are provided to the Customer by the Supplier via email. By providing such information to the Customer the Supplier makes an offer to the Customer to supply the Goods in question.

2.3. The Order is constituted by the Customer’s acceptance of the Supplier’s offer to supply the Goods set out in the Customer’s form of purchase order form pursuant to which the Supplier shall supply and the Customer shall purchase the Goods in accordance with these Conditions. If the Customer accepts the Supplier’s offer the Customer shall notify the Supplier in writing via email in the form of a purchase order that it accepts the Supplier’s offer. By virtue of the Customer’s acceptance of the Supplier’s offer the Order shall be constituted. The Customer’s Order shall include the purchase order number. The Contract shall come into existence on the date on which the Order is sent to the Supplier.

2.4. The Contract incorporates these Conditions to the exclusion of all other terms put forward at any time by the Supplier and the Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any information posted to the Customer’s booking-in portal or in any documents of the Supplier that is inconsistent with these Conditions.

3. GOODS AND QUALITY

3.1. The Supplier represents and warrants to the Customer that:

• 3.1.1. it will exercise all due skill and care when supplying the Goods and supplying the Goods shall act in accordance with Good Industry Standards;
• 3.1.2. the Goods provided by the Supplier will correspond with any description, sample and any applicable Specification;
• 3.1.3. the Goods will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;
• 3.1.4. the Goods will be free from defects and any form of contamination;
• 3.1.5. the Goods will have a minimum shelf life after Delivery at least equal to that set out in the Specification;
• 3.1.6. the quantity of Goods will be as displayed in the Order;
• 3.1.7. it shall comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and
• 3.1.8. at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract;
• 3.1.9. it has in place all necessary export and or import licences related to the supply of the Goods;
• 3.1.10. without prejudice to Clause 3.1.2, the Goods will be transported by or on behalf of the Supplier in accordance with best industry standards for the transportation and handling of ambient, chilled and frozen (as the case may be) food products, where applicable.
• 3.1.11. the Goods will be within an acceptable temperature range for the type of Goods on Delivery.

4. INSPECTION OF THE GOODS

4.1. The Customer may inspect and test the Goods (including checking the temperature of Goods on Delivery) at any time on or within 3 days of Delivery. The Supplier shall remain fully responsible for the Goods despite any inspection or testing and the completion of such shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

4.2. If following inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s representations and warranties in Clause 3.1 in any way, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance, where possible.

4.3. If the Goods do not conform or are unlikely to comply with the Supplier’s representations and warranties in Clause 3.1 in any way and that non-compliance is not capable of being remediated by the Supplier to the Customer’s reasonable satisfaction, and the Goods have been delivered to the Customer, the Customer shall be entitled to reject the Goods and make them available for return to the Supplier at the Supplier’s expense. The Supplier shall also give full credit in respect of the price payable for any Goods that are rejected by the Customer in accordance with these Conditions.

4.4. The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4.5. The provisions of Clause 3 will extend to any remediated or substituted Goods provided by the Supplier.

5. DELIVERY

5.1. The Supplier shall ensure that:

• 5.1.1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition and in accordance with the representations and warranties in Clause 3.1;
• 5.1.2. each delivery of the Goods is accompanied by a delivery note which shows the information specified in the Order. If any delivery of Goods is not accompanied by a delivery note complying with this Clause 5.1.2 the Customer shall be entitled to reject the Goods; and
• 5.1.3. if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier, unless otherwise agreed in writing between the parties.

5.2. The Supplier shall deliver the Goods:

• 5.2.1. in the quantities and specification set out within the Order;
• 5.2.2. on the Delivery Date; and
• 5.2.3. at the Delivery Location.

5.3. Without prejudice to Clause 4, Delivery of the Goods shall be completed on the completion of unloading the Goods, accepted by the Customer at the Delivery Location.

5.4. Any delay in delivery or circumstances likely to cause such, must be notified to the Customer at the earliest opportunity.

5.5. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

5.6. The Customer shall not be obliged (but may in its discretion agree to) accept delivery of Goods that are +/- 5 per cent. variance to the quantities of the Goods set out in the Order.

5.7. The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that Goods are to be delivered by instalments, they shall be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in Clause 6.

6. CUSTOMER BOOKING-IN PORTAL

6.1. The Supplier shall use its reasonable endeavours to use the Customer’s booking-in portal for booking in deliveries of Goods to the Customer’s site at the Halfcroft, Syston, Leicestershire LE7 1LD. The Supplier shall provide the Customer with all information reasonably required by the Customer from time to time to onboard the Supplier as a user of the Customer’s booking-in portal.

6.2. The Customer has the right to deny the Supplier access to its booking-in portal if the Customer believes the Supplier has failed to comply with any of these Conditions.

6.3. The Customer does not guarantee that the booking-in portal will be secure or free from bugs or viruses. It is the Supplier’s responsibility for configuring its information technology, computer programmes and platform to access the booking-in portal. The Supplier should use virus protection software.

6.4. The Supplier shall not misuse the Customer’s booking-in portal by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. The Supplier shall not attempt to gain unauthorised access to the booking-in portal, the server on which the booking-in portal is hosted or any server, computer or database connected to the booking-in portal. The Supplier shall not attack the booking-in portal via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, the Supplier will commit a criminal offence under the Computer Misuse Act 1990. The Customer will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing to them the identity of any person suspected of breaching this Condition. In the event of such a breach, the Supplier’s right to use the booking-in portal shall cease immediately.

7. CUSTOMER REMEDIES

7.1. If the Goods are not delivered on the Delivery Date, or do not comply with the representations and warranties in Clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, the Customer, at its discretion, may exercise any one or more of the following rights and remedies:

7.1.1. to terminate the Contract;

• 7.1.2. to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
• 7.1.3. to require the Supplier to remediate or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
• 7.1.4. to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
• 7.1.5. to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and
• 7.1.6. to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract in accordance with these Conditions.

7.2. These Conditions shall apply to any remediated or replacement Goods supplied by the Supplier.

7.3. the Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

8. RISK AND TITLE

8.1 Risk in the Goods shall pass to the Customer on completion of Delivery.

8.2 Title to the Goods shall pass to the Customer on the earlier of:

• 8.1.1. the Supplier receiving payment in full for the Goods in which case title to the Goods shall pass at the time of payment; and
• 8.1.2. the Customer using, incorporating into production or reselling the Goods, in which case title to the Goods shall pass to the Customer immediately before the time at which such use, incorporation into production or resale occurs.

8.3 If payment is made in advance by the Customer, only title to the Goods (not the associated risk) will pass to the Customer on the Supplier’s receipt of payment. Risk in the Goods shall remain with the Supplier until the completion of Delivery.

9. PRICE AND PAYMENT

9.1. The price of the Goods shall be the price set out in the Order.

9.2. The price of the Goods:

• 9.2.1. will be fixed for the duration of the Contract;
• 9.2.2. excludes amounts in respect of VAT, which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
• 9.2.3. includes the costs of all packaging, insurance and carriage of the Goods.

9.3. No extra charges or price variation shall be effective unless expressly agreed in writing with the Customer.

9.4. The Supplier may invoice the Customer for the price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of Delivery. The invoice must include the Customer’s Order (purchase order) number. Any invoice that does not include the Order number will not be passed for payment by the Customer. In addition, the Supplier shall ensure that the invoice includes any supporting documents that the Customer may reasonably require.

9.5. The Customer shall pay correctly rendered invoices within 45 days of receipt of the invoice (unless otherwise expressly agreed in writing to the contrary by reference to this clause). Payment shall be made to the bank account nominated in writing by the Supplier from time to time. The Supplier shall notify the Customer in writing without delay if there is any change in relation to the destination bank account details for payments under the Contract.

9.6. The Customer may at any time set off any liability of the Supplier to the Customer against any monies due by the Customer to the Supplier, whether such liability is present or future, liquidated or unliquidated, and whether or not such liability arises under the Contract. Any exercise by the Customer of its rights under this Clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

10. CUSTOMER MATERIALS

10.1. The Supplier acknowledges that all materials, recipes, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier (“Customer Materials”) and all rights in the Customer Materials are and shall remain the exclusive property of the Customer. At any time, the Customer may retake possession of any of the Customers Materials without providing notice to the Supplier.

10.2. The Supplier shall ensure that the Customer’s Materials are:

• 10.2.1. kept in safe custody, separate from all other persons property at the Supplier’s premises, at the Supplier’s risk,
• 10.2.2. not removed from the Supplier’s premises other than for the purpose of fulfilling the Supplier’s obligations under the Contract;
• 10.2.3. maintained in good condition until returned to the Customer; and
• 10.2.4. kept confidential and not disclosed to any other person for any reason other than with the Customer’s express prior written approval, which approval shall be given with specific reference to this Clause.
• 10.2.5. not disposed of or used for any purpose other than for the fulfilment of the Supplier’s obligations under the Contract.

No deviation from this Clause can take place unless the Supplier has received the Customer’s written instructions or authorisation.

10.3. The Supplier shall indemnify the Customer 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 professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with the loss of or damage to the Customers Materials whilst in the possession of the Supplier and any breach by the Supplier of its obligations under this Clause 9.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. All rights, title and interest in the Customer’s Intellectual Property (including Intellectual Property in the Customer Materials) remain that of the Customer and no right or licence is granted to the Supplier.

11.2. The Supplier shall not disclose any of the Customer’s Intellectual Property to any third party without prior written consent of the Customer and will keep all the Customer’s Intellectual Property confidential.

11.3. The Supplier shall indemnify the customer 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 professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with alleged or actual infringement of any of the Customer’s Intellectual Property rights in any country.

11.4. Clause 10.3 shall not apply to that extent that such loss or damage is a result of a specification recipe or formulation provided to the Supplier by the Customer.

12. INDEMNITY

12.1. The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:

• 12.1.1. any death, personal injury or damage to property arising out of or in connection with defects or contamination in Goods, to the extent that the defects or contamination in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
• 12.1.2. any claim arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of:
  • 12.1.2.1.1. breach of the Supplier’s obligations
  • 12.1.2.1.2. negligent performance; or
  • 12.1.2.1.3. failure/ delay in performance
    under the Contract by the Supplier, its employees, agents or subcontractors.

12.2. This clause 11 shall survive termination of the Contract.

13. INSURANCE

During the term of the Contract and for a period of two years thereafter, the Supplier shall maintain in force, with a reputable insurance company, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover or a letter from the Supplier’s insurance broker (in terms reasonably acceptable to the Customer) providing confirmation of the existence of the required insurances and the receipt for the current year’s premium in respect of each insurance.

14. DATA PROTECTION

14.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

14.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and the Supplier is the Data Processor.

14.3. The Supplier shall:

• 14.3.1. process Personal Data only on the documented written instructions of the Customer unless the Supplier is required by law to otherwise process that Personal Data. Where the Supplier is relying on such as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this in writing before performing the processing unless the applicable law prohibits the Supplier from so notifying the Customer;
• 14.3.2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from such, having regard to the state of technological development and the cost of implementing any measures.
• 14.3.3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
• 14.3.4. not transfer any Personal Data outside of the EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
  • 14.3.4.1.1. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
  • 14.3.4.1.2. the data subject has enforceable rights and effective legal remedies;
  • 14.3.4.1.3. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
  • 14.3.4.1.4. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
• 14.3.5. assist the Customer in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to:
  • 14.3.5.1.1. security;
  • 14.3.5.1.2. breach notifications;
  • 14.3.5.1.3. impact assessments; and
  • 14.3.5.1.4. consultations with supervisory authorities or regulators;
• 14.3.6. notify the Customer without undue delay on becoming aware of any Personal Data breach;
• 14.3.7. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by law to store the Personal Data; and
• 14.3.8. maintain complete and accurate records and information to demonstrate its compliance with this Clause 13 and allow for audits by the Customer or the Customer’s designated auditor and immediately inform the Customer in writing if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

15. CONFIDENTIALITY

15.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers or suppliers of the other party, except as permitted by Clause 14.2.

15.2. Each party may disclose the other party’s confidential information:

• 15.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 14; and
• 15.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

16. MODERN SLAVERY

16.1. In relation to the Supplier’s performance of its obligations in relation to each Contract, the Supplier shall:

• 16.1.1. comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force (Anti-Slavery Laws) including but not limited to the Modern Slavery Act 2015;
• 16.1.2. not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct had been carried out in England and Wales;
• 16.1.3. notify the Customer as soon as it becomes aware of any actual or suspected breach of Clauses 15.1.1 and 15.1.2;
• 16.1.4. establish, maintain and enforce its own modern slavery policies and procedures;
• 16.1.5. maintain a complete set of records to trace the supply chain of all Goods provided to the Customer under the Contract; and permit the Customer and its third party representatives to inspect the Supplier’s premises, records, and to meet the Supplier’s personnel to audit the Supplier’s compliance with its obligations under this Clause 15; and
• 16.1.6. The Supplier represents and warrants that it has not been convicted of any offence involving slavery and human trafficking or been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.

17. ANTI BRIBERY

17.1. In relation to the Supplier’s performance of its obligations in relation to each Contract the Supplier shall:

• 17.1.1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
• 17.1.2. establish, maintain and enforce its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies; and
• 17.1.3. notify the Customer in writing if it becomes aware of any breach of Clause 16.1.1 or has reason to believe that it has received a request or demand for any undue financial or other advantage in connection with the performance of this agreement.

18. ENVIROMENTAL REQUIREMENTS

18.1. The Supplier will comply and take full responsibility for all applicable requirements, legislation and regulations under the UK and EU law for its environmental obligations.

18.2. The Supplier will ensure all Goods provided under the Contract comply with the environmental requirements and obligations.

19. HEALTH & SAFETY

19.1. In relation to the Supplier’s performance of its obligations in relation to each Contract, the Supplier shall:

• 19.1.1. maintain a high standard of quality assurance standards and food safety standards in relation to the Goods supplied, ensuring that all Goods supplied to the Customer are compliant with all relevant UK and EU legislation and regulations;
• 19.1.2. notify in writing to the Customer any harmful properties, contaminants or allergens that are or potentially could be in the Goods supplied, prior to Delivery. If such is discovered after Delivery of the Goods, the Customer must be notified immediately in writing; and
• 19.1.3. ensure that itself, all employees and subcontractors are compliant with its own health and safety policies, the Health and Safety at Work Act 1974, food safety and biosecurity policies and any other applicable acts, orders, regulations and codes of practice relating to health and safety, food safety and public health which may apply to staff and other persons working on the Supplier’s premises in the supply of the Goods under the Contract.

20. CANCELATION AND TERMINATION

20.1. The Customer may cancel or terminate a Contract in whole or in part (without liability on the Supplier’s part) at any time before delivery of the Goods with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work related to the relevant Contract.

20.2. Without limiting its other rights or remedies, the Customer may cancel or terminate a Contract with immediate effect by giving written notice to the Supplier if:

• 20.2.1. the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within ten days of the Supplier being notified in writing to do so;
• 20.2.2. the Supplier commits a material breach that is not capable of being remedied in the reasonable opinion of the Customer.
• 20.2.3. Some or all the Goods provided are not compliant with the terms of the Contract.
• 20.2.4. the Customer has reasonable grounds to believe the Supplier may take any step or action in connection with being made bankrupt, its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• 20.2.5. the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
• 20.2.6. the Supplier’s financial position deteriorates so far as to reasonably justify in the mind of the Customer the opinion that the Supplier’s ability to give effect to the terms of the Contract is in jeopardy or that the Supplier may not be able to pay and discharge its debts as they fall due for payment.

21. CONSEQUENCES OF EXPIRY OR TERMINATION

21.1. On termination of a Contract, the Supplier shall immediately return all Customer Materials. If the Supplier fails to do so, then the Customer 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 the Contract.

21.2. Termination of a Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

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

22. FORCE MAJEURE

22.1. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control from a Force Majeure Event. The time for performance of such obligations shall be extended for a reasonable period.

22.2. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract immediately by giving written notice to the affected party.

23. GENERAL

23.1. Assignment and other dealings

• 23.1.1. The Customer may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under a Contract.
• 23.1.2. The Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under a Contract without the prior written consent of the Customer.

23.2. Subcontracting

The Supplier may not subcontract any or all of its rights or obligations under a Contract without the prior written consent of the Customer. If the Customer consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

23.3. Entire agreement

• 23.3.1. Each Contract constitutes the entire agreement between the parties.
• 23.3.2. Each party acknowledges that in entering into a Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

23.4. Variation

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

23.5. Waiver

• 23.5.1. A waiver of any right or remedy is only effective if given in writing.
• 23.5.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

23.6. Severance

If any provision or part-provision of a Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of a Contract is deemed deleted under this Clause 22.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

23.7. Notices

• 23.7.1. Any notice given to a party under or in connection with a Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
• 23.7.2. sent by email to such email address provided by each party for such purposes.
• 23.7.3. Any notice shall be deemed to have been received:
  • 23.7.3.1.1. if delivered by hand, at the time the notice is left at the proper address; and
  • 23.7.3.1.2. if sent by pre-paid first-class post next working day delivery service, at 9:00 am on the second Business Day after posting.
• 23.7.4. This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

23.8. Third party rights

No Contract shall give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract

23.9. Governing law

Each Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

23.10. Jurisdiction

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