This Agreement constitutes the entire agreement between the Parties and replaces and supersedes all other prior oral and written agreements between the Parties in respect of the Goods and Services. Unless otherwise agreed in writing, any Seller conditions of contract which are included with any acknowledgement of order or invoice or other documentation are expressly excluded from the Agreement, and shall not be deemed to become part of the Agreement by virtue of the Buyer’s acceptance of the Goods or Services, payment of invoice(s) or otherwise. This Agreement shall take effect from the date of Agreement Acceptance (as defined below).
The following definitions shall be used for the purpose of interpreting this Agreement. Further definitions not contained in this clause shall apply to the clause in which they are stated and subsequent clauses.
1.1 “Affiliate(s)” means in relation in respect of any company or corporation, any holding or subsidiary company thereof and any subsidiary of such holding company.
1.2 “Agreement” means the Conditions, the Purchase Order together with any specifications, and other documents referenced in the Purchase Order by the Buyer. In the event of ambiguity or contradiction between the documents comprising this Agreement, the Purchase Order shall take precedence followed by the Conditions and then any other documents referenced in the Purchase Order.
1.3 “Agreement Acceptance” means acceptance of this Agreement by the Seller in writing no later than seven (7) days after the date of the Purchase Order either by (i) signing and returning an acknowledgement copy of the Purchase Order or (ii) where the Parties have agreed in writing, by e-mail, fax or such other means as agreed. If the Seller fails to confirm acceptance in writing the Seller shall be deemed to have accepted the Agreement automatically as soon as it commences to perform any of its obligations under this Agreement.
1.4 “Buyer” means Rovco Limited, a company incorporated in England and Wales with registered number 9742877 and having its registered office at The Quorum, Bond Street, Bristol, BS1 3AE.
1.5 “Buyer Group” means the Buyer, and the Client from time to time, and its and their other contractors (other than the Seller Group) and its and their Affiliates from time to time and, in respect of all the foregoing, their respective officers, directors, employees and agents.
1.6 “Claims” means all claims, actions, demands, losses, damages, liabilities, awards, costs and expenses including legal expenses.
1.7 “Client” means any party (together with its co-venturers), with whom Buyer has contracted and whose ultimate benefit the Goods and/or Services hereunder are provided.
1.8 “Conditions” means these general conditions referenced in the Purchase Order.
1.9 “Deliver” has the meaning set out in clause 7, and “Delivery” and “Delivered” shall be construed accordingly.
1.10 “Goods” means all products, supplies, materials, and/ or equipment and certifications (if applicable and requested) to be supplied by the Seller as required by this Agreement.
1.11 “Party” means the Buyer or the Seller (as the case may be) and “Parties” shall mean both of them.
1.12 “Purchase Order” means the purchase order form entered into by the Buyer and the Seller.
1.13 “Seller” means the company, firm or individual designated as such in the Purchase Order.
1.14 “Seller Group” means the Seller and its subcontractors of any tier, its and their Affiliates and their respective officers, directors, employees and agents.
1.15 “Services” means the services and all related activities (including without limitation the provision of all necessary materials, reports and items of equipment) to be performed by the Seller as required by this Agreement.
The Agreement shall commence on the date set out in the Purchase Order and shall continue for the period set out in the Purchase Order. The Agreement shall, subject to the terms of the Agreement automatically terminate on expiry of the aforesaid period or the completion of the supply of the Goods or the performance of the Services (as applicable) then being provided whichever is later.
3.1 The Seller shall supply the Goods and/or perform the Services (as the case may be) in accordance with this Agreement. The Seller shall carry out all of its obligations under this Agreement, supply the Goods and/or perform the Services (as the case may be) with all due skill, care and diligence and with the skill to be expected of a reputable Seller experienced in the supply of Goods and/or performance of the Services as required by the terms of this Agreement.
3.2 Seller undertakes to supply the Goods and/or perform and complete the Services (as the case may be) in accordance with the date(s) specified in the Purchase Order and where no date is specified, timeously in the sole opinion of the Buyer.
In return for the Delivery of the Goods and/or proper and complete performance of the Services (as the case may be) in accordance with the requirements of the Agreement, Buyer shall pay to the Seller the rates and prices set out in the Agreement. The rates and prices shall be firm and shall not be subject to escalation. U.K. Value Added Tax or its equivalent in the relevant jurisdiction (‘Services Tax’) shall, where applicable, be payable in addition to the rates and prices (subject to receipt of a valid Services Tax invoice).
5. INVOICING AND PAYMENT
Unless otherwise agreed in writing, Seller shall invoice Buyer on Delivery of the Goods and/or completion of the Services (as the case may be) (including the provision of all required reports, documents and applicable certifications in a form satisfactory to the Buyer) in accordance with this Agreement. Except where Buyer disputes an invoice, Buyer shall make payment to Seller within forty-five (45) days of receipt of the Seller’s valid invoice. Payment by the Buyer of an invoice shall not prejudice its right in the future to dispute any part of any invoice. All invoices rendered by the Seller to the Buyer shall quote the Purchase Order number and be accompanied by all supporting documentation. Any amounts payable hereunder may be withheld and/or set off by Buyer in whole or in part by reason of any actual or anticipated Claims by Buyer against the Seller arising under this Agreement. For the avoidance of doubt, the Seller shall not be entitled to receive any payment on any invoice received by the Buyer ninety (90) days following Delivery of the Goods and/or completion of the Services (as the case may be). Nevertheless, the Buyer may, at its sole discretion, make payment against any such invoice.
6. PERMITS, LICENSES AND COMPLIANCE WITH LAW
6.1 The Seller shall comply with, and shall ensure that its personnel, its sub-suppliers and their personnel shall comply with all applicable laws, rules and regulations of any governmental or regulatory body having jurisdiction over the Goods, the Services, the place of delivery of the Goods or the place of performance of the Services.
6.2 Seller shall ensure that all necessary licenses, permits, consents and authorisations have been obtained prior to commencing Delivery of the Goods and/or performance of the Services.
7. DELIVERY, INSPECTION AND TESTING
7.1 Unless otherwise agreed between the Parties, Seller shall Deliver the Goods FCA (in accordance with the latest edition of INCOTERMS) to the place and on the date stated in the Purchase Order, together with all necessary customs invoices and delivery notes, advice notes, bills of lading and other documents ordinarily accompanying the Goods (“Deliver”). Any failure in Delivery, including partial delivery (unless otherwise agreed in writing), shall be a material breach of Seller’s duties and any applicable Liquidated Damages for failure to Deliver the Goods in the timescale set out in the Purchase Order shall be specified in the Purchase Order. Seller shall immediately notify Buyer in writing of any anticipated delay or deviation involving the Goods. Buyer shall upon receipt of any Goods perform a reasonable inspection of them. Buyer may, at Seller’s risk and expense, return any Goods not complying with the requirements of the Agreement. Any inspection, testing or review by Buyer or failure to inspect, test or review shall in no way relieve Seller of its obligations under this Agreement. Seller shall notify Buyer as soon as is reasonably practicable prior to the Goods going obsolete or Seller ceasing to actively supply the Goods. Spares, where applicable, shall be made available for a pre-determined period of time agreed by Seller.
7.2 On delivery of the Goods the Buyer will be afforded a fourteen (14) day period in which to return any unused items at no expense to the Buyer.
7.3 Buyer shall be entitled to inspect, test and review the Services at all reasonable times. Buyer shall inform Seller if it discovers that the Services (or any part thereof) do not comply with the requirements of the Agreement, and Seller shall without delay take whatever remedial action is necessary, at the Seller’s expense, to ensure such compliance. Any inspection, testing or review by Buyer or failure to inspect, test or review shall in no way relieve Seller of its obligations under this Agreement.
8. PACKAGING AND TRANSPORTATION
Seller shall pack and secure the transportation of the Goods in ways that are safe, secure and suitable for the nature of the Goods. Unless otherwise agreed, Buyer will pay no charge for packaging, cartage, crating or express freight. Supplier shall ensure the Goods’ packing and related delivery documents are marked clearly with Buyer’s name, address and Purchase Order number, the place of delivery and, if relevant, the consignee’s name, address and other contact details. Buyer shall not be obliged to return to Seller any packaging or packing materials for the Goods, whether any Goods are accepted by Buyer or not. Seller shall identify any special handling requirements (including, but not limited to hazardous materials) on the packaging.
9. TITLE AND RISK
9.1 Without prejudice to Buyer’s rights and remedies herein, title and risk to the Goods shall pass to Buyer on Delivery, provided that Seller remains fully responsible for risk to or loss of or damage to all Goods until Delivery. Title and risk in any Goods provided by the Seller which do not comply with the requirements of the Agreement and which are rejected by the Buyer or any unused items returned to the Seller shall re-vest immediately in the Seller. The Seller shall ensure that any items provided by Seller or any of its sub-suppliers or any third party provided items are free from all liens and/or retention of title claims from any third party. The Seller shall be responsible for and shall defend, indemnify and hold the Buyer harmless from and against any and all claims, demands, losses, damages or cost (including legal fees) expenses and liabilities in respect of all liens and attachments by any of Seller’s sub-suppliers or third parties in connection with or arising out of the Agreement.
9.2 Title to the Services where relevant, including drawings and specifications, shall vest in the Buyer immediately upon their creation. All patents, copyrights, trademarks, and other proprietary information developed solely from, or directly for the purposes of, the Services and based upon proprietary information provided by the Buyer shall become the sole property of the Buyer and the Seller shall carry out all such reasonable acts and create such documentation as the Buyer may reasonably require for the purposes of vesting title thereto in the Buyer.
10. PERFORMANCE OF SERVICES
Seller shall perform the Services so as to ensure that they meet in full the Buyer’s requirements as set out in this Agreement and will in every respect be fit for purpose. Without prejudice to the generality of the foregoing, the Seller shall carry out all of its obligations under the Agreement in accordance with the schedule specified in the Purchase Order or, where no schedule is specified, timeously in the sole opinion of the Buyer and shall perform the Services with all due care and diligence and with the skill to be expected of a reputable Seller experienced in the type of work to be carried out under the Agreement. The Seller shall be deemed to have satisfied itself, before entering in to this Agreement, as to the extent and nature of the Services to be performed, including but not limited to the class, quantity and quality of materials, requirements of equipment, labour, consumables and facilities and conditions at the locations where the Services are to be performed.
11. WARRANTIES AND UNDERTAKINGS
Without prejudice to representations or warranties under law or otherwise given by Seller, Seller warrants and guarantees that: (a) Goods shall be (i) fit for their intended purpose, (ii) merchantable, (iii) new, (iv) free from liens, claims and/or encumbrances, (v) of good material and workmanship, and (vi) free from defects. Seller agrees to replace or correct, at Buyer’s sole discretion and without cost to Buyer, any Goods not conforming to the foregoing requirements. Seller shall bear all cost of retrieval and redelivery to Buyer’s facility (b) it has the ability, qualifications, resources, equipment and personnel to perform the Services and shall at all times perform them in accordance with good and prudent practice and in accordance with applicable law and government regulations and good industry practice.. At Buyer’s sole discretion, Seller shall re-perform any Services not performed to Buyer’s satisfaction at no cost to Buyer. The warranty period shall commence upon Delivery of the Goods or performance of the Services, whichever is later, and remain valid for twelve (12) months or the length of the Seller’s standard warranty period, whichever is longer. Seller will pass through to the Buyer any third-party vendors and/or manufacturers warranties for the Goods. Payment shall not constitute acceptance of or satisfaction with the Goods or Services of Seller or constitute any waiver by Buyer of its rights and remedies hereunder or at law.
12.1 The Buyer shall defend, indemnify and hold the Seller Group harmless from and against any and all claims, demands, proceedings, loss actions, liabilities, judicial awards and costs, including reasonable legal costs, or/and expenses howsoever arising by reason of injury to, illness or death of the Buyer Group personnel and/or loss of or damage to Buyer Group property arising out of or in consequence of the performance of this Agreement or in tort irrespective of the negligence or wilful misconduct or breach of duty, whether statutory or otherwise, on the part of the Seller Group.
12.2 The Seller shall indemnify and hold the Buyer Group harmless from and against any action, liability, judicial awards and costs, including reasonable legal costs, or expenses howsoever arising by reason of injury to illness or death of the Seller Group’s personnel and/or loss of or damage to Seller Group’s property arising out of or in consequence of the performance of this Agreement irrespective of the negligence, wilful misconduct or breach of duty, whether statutory or otherwise, on the part of the Buyer Group.
12.3 The Buyer shall indemnify and hold the Seller Group harmless from and against any action, liability, judicial awards and costs, including reasonable legal costs, or expenses arising by reason of pollution originating from the Buyer Group’s property and all other pollution arising out of or in consequence of the performance of this Agreement irrespective of the negligence or wilful misconduct or breach of duty whether statutory or otherwise on the part of the Seller Group.
12.4 The Seller shall indemnify and hold the Buyer Group harmless from and against any action, liability, judicial awards and costs, including reasonable legal costs, or expenses arising by reason of pollution originating from the Seller Group’s property arising out of or in consequence of the performance of this Agreement irrespective of the negligence or wilful misconduct or breach of duty whether statutory or otherwise on the part of the Buyer Group.
12.5 The Buyer shall defend, indemnify and hold the Seller Group harmless from and against (any and) all claims, demands, proceedings, loss actions, liabilities, judicial awards and costs, including reasonable legal costs, or/and expenses howsoever arising by reason of injury to, illness or death to any third party and/or loss of or damage to third party property arising out of or in consequence of the performance of this Agreement caused by the negligence or wilful misconduct or breach of duty, whether statutory or otherwise, on the part of the Buyer Group.
12.6 The Seller shall defend, indemnify and hold the Buyer Group harmless from and against (any and) all claims, demands, proceedings, loss actions, liabilities, judicial awards and costs, including reasonable legal costs, or expenses howsoever arising by reason of injury to illness or death to any third party and/or loss of or damage to third party property arising out of or in consequence of the performance of this Agreement caused by the negligence, wilful misconduct or breach of duty, whether statutory or otherwise, on the part of the Seller Group. For the purposes of this Clause 12.6 and 12.5 “third party” shall mean any party which is not a member of the Buyer Group or Seller Group.
12.7 The Parties shall maintain adequate insurance cover, or procure that such cover is obtained, against such liabilities as are referred to herein including but not limited to those policies specified in Clause 22 below. The existence or otherwise of such insurance and the respective indemnities provided thereby shall in no way limit, or be deemed to limit, the liabilities assumed by the Parties herein.
13. FORCE MAJEURE
13.1 Neither Party shall be responsible for any failure to fulfil any of its obligations under the Agreement if and to the extent that fulfilment has been delayed or temporarily prevented by a force majeure occurrence, as hereunder defined, which has been notified in accordance with this Clause 13 and which is beyond the control and without the fault or negligence of the Party affected and which, by the exercise of reasonable diligence, the said Party is unable to provide against.
13.2 For the purposes of this Agreement only the following occurrences shall be force majeure.
a) Riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power;
b) Ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel or radio-active, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof;
c) Pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds;
d) Earthquake, flood, fire, explosion and/or other natural physical disaster, but excluding weather conditions as such, regardless of severity;
e) Strikes at national or regional level or industrial disputes at a national or regional level, or strikes or industrial disputes by labour not employed by the affected Party, its subcontractors or its suppliers and which affect a substantial or essential portion of the Services;
f) Maritime or aviation disasters;
g) Changes to any general or local Statute, Ordinance, Decree, or other Law, or any regulation or bye-law of any local or other duly constituted authority or the introduction of any such Statute, Ordinance, Decree, Law, regulation or bye-law;
h) Pandemics and epidemics
In the event of a force majeure occurrence, the Party that is or may be delayed in performing the Agreement shall notify the other Party without delay giving the full particulars thereof and shall use all reasonable endeavours to remedy the situation without delay.
13.3 No payments shall be made by Buyer to Seller during a force majeure occurrence.
13.4 Following notification of a force majeure occurrence in accordance with Clause 13.1, the Buyer and the Seller shall meet without delay with a view to agreeing a mutually acceptable course of action to minimise any effects of such occurrence.
13.5 The Parties shall take all reasonable measures to prevent COVID-19 infection amongst the Contractor Group personnel and the Company Group personnel and will provide all reasonable co-operation in the prevention and mitigation of any impact of COVID-19 on the performance of this Agreement. If the Agreement is delayed or temporarily prevented as a result of COVID-19 the Parties agree that for the avoidance of doubt this shall be treated as a force majeure occurrence in accordance with this Clause 13 and each Party shall bear its own costs in relation to such occurrence.
14.1 Buyer may by notice in writing to the Seller terminate the Agreement as follows:
a) forthwith if the Seller shall be in material breach of any of the terms of the Agreement and shall have failed to remedy, or to have commenced to remedy, such breach within seven (7) days of receipt of written notice from Buyer so to do, or
b) forthwith if the Seller becomes insolvent or bankrupt or is unable to pay its debts as they fall due or is the subject of a winding up petition or has a receiver appointed over all or any of its assets or enter into liquidation including a provisional liquidator or a trustee manager, factor or administrator of its affairs being appointed, or
c) forthwith if the Buyer’s Client terminates its contract with the Buyer.
14.2 In the event of termination the Buyer shall only be liable to compensate the Seller for compensate Seller for (a) Services satisfactorily performed and completed up to, or (b) Goods that meet the requirements of the Agreement which are Delivered prior to, the date of termination. On termination arising from the causes specified in sub-clauses 14.1(a) or (b), Buyer shall be entitled to claim from Seller all direct and substantiated costs incurred as a result of such termination.
15. HEALTH SAFETY SECURITY AND ENVIRONMENT (“HSSE”)
15.1 Where Seller is performing the Services or Delivering the Goods at a site(s) owned or provided by Buyer, Seller shall strictly observe Buyer’s, or Client’s or Buyer’s sub-suppliers(s)’ HSSE policies and requirements (copies of which are available for inspection upon written request) relating to the Services and/or Goods and ensure that (if applicable) its personnel (including agency personnel) are trained as a minimum to those standards employed by Buyer, or Client or Buyer’s sub-suppliers(s). The Seller shall take full responsibility for the adequacy, stability and safety of all its operations and methods necessary for the performance of the Services or Delivery of Goods and shall manage and control all HSSE risks in or associated with performance of the Services or Delivery of Goods to the satisfaction of the Buyer and shall procure that its sub-suppliers observe and comply with the Buyer’s HSSE policies and requirements and that its suppliers manage and control all HSSE risks in or associated with performance of the Services or Delivering the Goods to the satisfaction of the Buyer. Failure to adhere to the Buyer’s HSSE policies and requirements (including but not limited to drug and/or alcohol policies, procedures and regulations in effect at all work sites) or to satisfy the Buyer’s reasonable requirements with regard to the control of HSSE risks in any material aspect will be regarded as due cause for the Buyer, at its sole discretion (i) suspending all or any part of the Delivery of Goods and/or (ii) giving notice to terminate all or any part of the Services, Goods or this Agreement in accordance with Clause 15.1(a).
16. INTELLECTUAL PROPERTY
Each Party shall retain the right to the intellectual property that it holds at the date of this Agreement, and in the case of (i) the sale of Goods, the rights in the intellectual property associated with those Goods shall transfer to the Buyer on Delivery and (ii) the provision of Services, any intellectual property created in the provision of Services by the Seller shall vest in the Buyer. Seller shall assume all liability for and shall defend, and hold Buyer harmless from and against any and all proceedings, actions, claims, losses, damages, costs and expenses (including legal costs and expenses) and liabilities of every kind and nature for or arising out of any alleged infringement of any patent, proprietary or protected right occurring in connection with the supply of Goods and/or performance of the Services, save only to the extent such infringement results from any data or items provided by Buyer.
17.1 Seller shall pay all taxes, duties, levies, charges and contributions assessed against it in connection with the delivery of Goods and/or performance of the Services and shall defend, indemnify and hold Buyer harmless from and against any cause, proceeding, loss, liability or payment:
(a) in respect of any such taxation, duties, levies, charges and contributions (including fines, penalties and interest) assessed on Seller, its sub-suppliers, its or their employees, or on any other party connected with Seller or;
(b) which might have been assessed or assessable as aforesaid but for Buyer having been first required to make such payment.
17.2 If Buyer receives a notice requiring it to pay taxes, levies, charges, or contributions of the types referred to in this Clause 17 and/or any interest or penalty thereon, on presentation of evidence of such liability Seller shall within fourteen (14) days or two (2) days before such liability is due (whichever is the later) pay Buyer such sum or Buyer shall be entitled to deduct such sums from any monies due, or which may become due, to Seller.
17.3 Upon request by Buyer, Seller will promptly supply to Buyer such information as is necessary to enable Buyer to comply with the lawful demands for such information by any government authority.
17.4 The Seller shall ensure that it and each member of the Seller Group complies with any applicable laws in relation to tax evasion (including without limitation under the Criminal Finances Act 2017) and it has policies and procedures in place to ensure such compliance. The Seller shall save, indemnify, defend and hold harmless Buyer Group against all levies, charges, contributions and taxes of the type referred to in this Clause 17 and any interest or penalty thereon which may be assessed, by any appropriate government authority whether of the United Kingdom or elsewhere, on the Seller Group in connection with any breach of such applicable laws and from all costs reasonably incurred in connection therewith.
Buyer reserves the right to audit all of Seller’s books of account and related documentation in respect of the Agreement for a period of two (2) years or such longer period required by Buyer’s Client after completion and acceptance of the Services by Buyer.
Buyer may at any time by written notice to Seller require any variation to be made to the Services or Goods which is within Seller’s capability. Seller shall proceed with the variation notwithstanding that Agreement has not been reached as to any resultant price or schedule impacts. When such impacts are agreed, the variation shall be confirmed in writing.
20.1 This Agreement or any part of it or any benefit or interest in it or under it may be assigned by Buyer to any of its Affiliates without Seller’s consent.
20.2 The performance of the Services may not be sub-contracted or assigned without Buyer’s prior written approval. Seller shall be accountable for the acts and omissions or default of all of its sub-suppliers.
All designs, drawings, specifications and data (in whatever form), and information concerning Buyer’s business (including but not limited to Buyer’s participation and/or involvement in any current and/or future tenders and/or projects), provided to Seller by Buyer or otherwise arising out of this Agreement, shall be treated as strictly confidential and shall not be disclosed by Seller or its sub-suppliers to any third party whatsoever. This obligation as to confidentiality shall remain in full force and effect notwithstanding Delivery of Goods or failure to Deliver the Goods or completion or earlier termination of the Services.
22.1 Each Party undertakes to maintain or procure the provision of (at the responsible Party’s expense) the following insurance cover in respect of its obligations hereunder:
a) Employer’s Liability and Worker’s Compensation insurance to comply with the relevant Party’s legal liability.
b) General Public Liability insurance (including automobile if applicable) in respect of the persons and property of third parties with cover to at least £5M to cover the liabilities assumed under this contract.
c) All Risks Physical Damage insurance in respect of the responsible Party’s property and the property of its Group.
22.2 Each Party shall furnish the other with Certificates of Insurance evidencing cover. All such policies maintained or procured shall contain a waiver of subrogation against the non-insuring Party’s respective group and shall be limited to the extent of the liabilities and indemnities assumed under this Agreement.
23. CONSEQUENTIAL LOSS
23.1 For the purposes of this Clause 23 the expression “Consequential Loss” shall mean:
(i) consequential or indirect loss under applicable law; and
(ii) loss and/or deferral of production, loss of product, loss of use, loss of revenue, profit or anticipated profit (if any), in each case whether direct or indirect to the extent that these are not included in (i), and whether or not foreseeable at the effective date of this Agreement.
23.2 Notwithstanding any provision to the contrary elsewhere in the Agreement, the Buyer shall save, indemnify, defend and hold harmless the Seller Group from the Buyer Group’s own Consequential Loss and the Seller shall save, indemnify, defend and hold harmless the Buyer Group from the Seller Group’s own Consequential Loss, arising from, relating to or in connection with the performance or non-performance of the Agreement.
24.1 Any notice required or permitted to be given by either Party to the other under these terms and conditions shall be in writing addressed to that other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified to the Party giving the notice pursuant to this provision.
24.2 No amendment to or waiver of any of the terms and conditions of this Agreement shall be binding upon either Party unless it is reduced to writing and signed by an authorised representative of that Party.
24.3 The Seller is an independent contractor and neither the Seller nor any of his employees, agents or servants shall be deemed to be employees, agents or servants of the Buyer.
24.4 The provisions of Clauses 4 (Compensation), 12 (Indemnities), 22 (Insurance), 23 (Consequential Damages), 17 (Taxes), and 26 (Business Ethics) shall survive the termination of the Contract.
24.5 Each Party agrees that the Contracts (Rights of Third Parties) Act 1999 shall apply to this Agreement but only to the extent that a member of the Buyer Group or Seller Group, as the case may be, (and not any other third party) shall be entitled in its own right to enforce the benefit only of the indemnities given to it in Clauses 12, 22 and 23 but not in any other respect, and in particular:
(a) in making a claim under this Agreement the remedies of as member of the Buyer Group or Seller Group as the case may be shall be limited to claiming damages;
(b) notwithstanding any other provision of the Agreement, no third party shall be entitled to assign any benefit conferred on it pursuant to this Agreement; and
(c) no right of either Buyer or Seller to agree to any amendment, variation, waiver or settlement under or arising from or in respect of this Agreement, or to rescind or terminate this Agreement, shall be subject to the consent of any third party who has rights to enforce a term of this Agreement by virtue of this Clause 24 even if as a result that third party’s said rights will be varied or extinguished.
24. GOVERNING LAW
Unless agreed otherwise by the Parties in the Purchase Order, the Agreement shall be governed by and construed in accordance with the laws of England and Wales and any dispute, controversy, or claim arising out of or in connection with this Contract, or the breach, termination or invalidity thereof, shall be referred to:
(a) the key representatives of the Parties involved in delivering/receiving the Goods/Services under this Agreement who shall discuss the matter in dispute and make all reasonable efforts to reach an agreement;
(b) if no agreement is reached under Clause 25(a) above within forty (40) days, the dispute shall be referred to the Manging Directors of the Parties;
(c) if no agreement is reached under Clause 25(b) above within twenty (20) days of expiry of the period referred to in Clause 25(b), the Parties may attempt to settle the dispute by a form of Alternative Dispute Resolution to be agreed between the Parties.
26. BUSINESS ETHICS
26.1 Both the Seller and the Buyer agree that it and its Affiliate(s) shall act in a manner consistent with all laws concerning improper or illegal payments, gifts or gratuities (including without limitation the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act 2010) and agrees not to pay, promise to pay or authorise the payment of any money or anything of value, directly or indirectly, to any person, entity, government body or government official for any Illegal purpose, including without limit improperly inducing a decision or service in connection with the Goods, the Services, the Agreement, or any related business activity.
27. DATA PROTECTION
The Seller shall and shall procure that all other members of the Seller Group involved in the provision of Goods and/or Services shall comply with all notification requirements and other applicable obligations under the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC and all other legislation relating to the processing of personal data and privacy (together the “Data Protection Legislation”, which arise in connection with the Agreement. The terms Personal Data and Data Processor shall be as defined in the Data Protection Legislation. Notwithstanding the generality of the foregoing, where the Seller Group is processing Personal Data as a Data Processor for the Buyer or any member of the Buyer Group, the Seller shall ensure that it and all relevant members of the Seller Group have in place appropriate technical, organisational and contractual measures to ensure the security of the Personal Data (and to guard against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, the Personal Data) and shall: (a) promptly provide the Buyer with full co-operation and assistance and such Personal Data as the Buyer may require to comply with any and all data access request(s) within the relevant timescales set out in the Data Protection Legislation or to satisfy itself that the Seller is complying with its obligations under the Data Protection Legislation and/or this Clause 27; (b) promptly notify the Buyer of any breach of the security measures required to be put in place pursuant to the Data Protection Legislation; (c) ensure that no member of the Seller Group knowingly, recklessly or negligently does or omits to do anything which places any member of the Buyer Group in breach of its obligations under the Data Protection Legislation; and (d) not subcontract processing of Personal Data to any person or transfer or process Personal Data outside the European Economic Area without the express prior written consent of the Buyer.
28. MODERN SLAVERY
In performing its obligations under the Agreement, the Seller shall, and shall ensure each member of the Seller Group shall comply with all applicable Anti-Slavery and Human Trafficking laws, statutes, regulations and codes from time to time in force including the Modern Slavery Act 2015.