TERMS AND CONDITIONS OF PURCHASE

Where there is no existing agreement in place. These Terms apply only where there is no formal agreement in place between the parties in relation to the supply of Goods and/or Services (as the case may be) by the Supplier to the Customer. Where there is no such agreement in place, these Terms apply to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which would otherwise be implied by law, trade custom, practice or course of dealing. By commencing the supply of Products, the Supplier accepts the Terms in full.

Where there is an existing agreement in place. These Terms to not apply where there is an existing formal agreement, signed by both parties, in place between the parties in relation to the supply of Goods and/or Services (as the case may be) by the Supplier to the Customer. Where there is such an agreement in place, these Terms do not apply and the terms of that agreement shall apply instead, to the exclusion of these Terms and any other terms that the Supplier seeks to impose or incorporate, or which would otherwise be implied by law, trade custom, practice or course of dealing.

DEFINITIONS & INTERPRETATION
1. The following terms have the following meanings when used in these Terms:
  “Business Day”: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  
  “Confidential Information”: of the Customer shall mean all information, in whatever form, disclosed, made available by, or otherwise emanating from the Customer or any member of it’s affiliated group companies, in connection with the Contract or otherwise concerning the business, affairs, suppliers or customers of the Customer or any of its affiliated group companies. Confidential Information shall not include information which:
  1. at the time of disclosure is in the public domain.
  2. was already in the possession of the Supplier at the time of disclosure; or
  3. was received by the Supplier after disclosure from a third party who was not required to hold it in confidence.
  “Contract”: the contract for the supply of Products from the Supplier to the Customer, comprising the Order and these Terms.
  
  “Control”: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.
  
  “Customer”: Birley Pastry Limited (with its registered office address at 5th Floor, 105 Piccadilly, London, England, W1J 7NJ and company number 13631499) or its affiliated group companies, in each case as identified in the Order.
  
  “Customer Materials”: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier.
  
  “Deliverables”: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
  
  “Delivery Location”: the location specified by the Customer for delivery of the Goods and/or performance of the Services by the Supplier, whether set out in the Order or otherwise notified by the Customer, in each case as updated by the Customer from time to time.
  
  “General Services”: hands-on, practical, or task-based services provided by the Supplier. These services will be set out in the Order and may include, but are not limited to, installation, maintenance, repair, assembly, or other physical or operational tasks performed on-site or at a designated location.
  
  “Goods”: any goods set out in the Order provided by the Supplier.
  
  “Intellectual Property Rights”: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information 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”: any purchase order or other form of order to which these Terms are attached or in which these Terms are referred to, whether directly or via a hyperlink.
  
  “Personnel”: all employees, staff, other workers, and agents of the Supplier and any of the Supplier’s subcontractors or agents who are engaged in the provision of the Products and/or Services from time to time.
  
  “Price(s)”: the amount(s) stated on the Order for the Products.
  
  “Products”: the items specified in the Order that the Customer is purchasing from the Supplier, including Goods and/or Services.
  
  “Professional Services”: advisory, consultancy, design, or other specialist services provided by the Supplier that require professional expertise, qualifications, or technical knowledge (including any Deliverables). These services will be set out in the Order and may include but are not limited to consulting, training, strategy development, and other intellectual or knowledge-based work. Professional Services do not involve physical or manual tasks (other than desk-based or computer-based tasks).
  
  “Relevant Requirements”: all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
  
  “Services”: Professional Services and/or General Services, as the case may be.
  
  “Specification”: the details for the Services or specification for the Goods, as set out in the Order or as otherwise agreed in writing by the Customer and the Supplier.
  
  “Supplier”: the party identified in the Order who is supplying the Products to the Customer.
  
  “Terms”: the terms and conditions of purchase set out in this document.
2. In these Terms:
  1. Words in the singular shall include the plural and vice versa.
  2. Any words following the terms including, include, in particular, for example or any similar expression shall not limit the sense of the words preceding those terms.
  3. A reference to writing or written excludes fax but not email.
  4. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Order; includes all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
3. These Terms govern the supply of Goods, Professional Services and/or General Services (as the case may be) by the Supplier to the Customer. Where a clause is specified to apply only to Goods, Services, Professional Services or General Services, it shall not apply to other Products. Where a clause is not specified to apply to Goods, Services, Professional Services or General Services, it shall apply to all Products.
APPLICATION OF THESE TERMS
1. Each Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Terms. Save where the Supplier has rejected the Order or both parties have agreed to amend the terms of the Order, the Order shall be deemed to be unconditionally accepted by the Supplier subject to these Terms and the Contract shall come into existence on the earlier of:
  1. the Supplier issuing written acceptance of the Order; or
  2. any act by the Supplier consistent with fulfilling the Order; or
  3. the expiry of 48 hours from the date of the Order, unless the Customer has been notified that the Order is rejected.
GOODS
3.1 The Supplier shall ensure that the Goods shall:
1. correspond with their description and any applicable Specification;
2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier's skill and judgement;
3. be free from defects in design, material and workmanship and remain so for 12 months after delivery; and
4. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract.

3.3If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 3.1, the Customer shall inform the Supplier, and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.4The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.
SUPPLY OF SERVICES
1. The Supplier shall, from the date specified by the Customer (whether in the Order or otherwise, and as updated by the Customer, where applicable), supply the Services to the Customer in accordance with the terms of the Contract.
2. The Supplier shall meet any performance dates for the Services, whether set out in the Specification or the Order, and time is of the essence in relation to any of those performance dates. If no date is so specified, the Supplier shall perform the Services within a reasonable period of time from the date of the Order, unless otherwise agreed between the Parties.
3. In providing the Services, the Supplier shall:
  1. co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;
  2. perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
  3. use Personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;
  4. ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to the Supplier;
  5. provide all equipment, tools and vehicles and such other items as are required to provide the Services;
  6. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;
  7. comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services;
  8. observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises;
  9. hold Customer Materials in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose or use the Customer Materials other than in accordance with the Customer's written instructions or authorisation;
  10. not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services;
GOODS: DELIVERY AND PACKAGING
1. All Goods supplied under the Order must be properly packed and secured in accordance with the Customer’s instructions and any relevant packaging specification (where applicable) and in such manner as to reach their destination in good condition.
2. Goods shall (unless otherwise directed by Customer) be delivered by the Supplier, to the Delivery Location in accordance with any delivery instructions and on the date(s) and at the time(s) specified by the Customer, and time is of the essence in relation to such date(s).
3. Delivery shall be effected when the Goods have been unloaded, and the delivery has been accepted by a duly authorised officer, employee or representative of the Customer who signs the carrier's delivery note to that effect.
4. In any event all packages, including postal, must be accompanied by the Customer order number, details of quantity and description of Goods along with the Supplier's name.
5. If the Supplier delivers a quantity of Goods that differs from the amount specified in the Order, the Customer may, at its discretion, reject the Goods entirely or, in the event of delivery of more Goods than the amount specified in the Order, in respect of some or all of the excess amount.
6. If the Supplier delivers less than the quantity of Goods specified in the Order, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
7. The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may 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 10.
TIMINGS
1. The Supplier shall notify Customer immediately if it anticipates that there will be a delay in delivery or performance, and (without any other right or remedy available to the Customer) it will provide Customer with an estimated new delivery or performance date and time.
ACCEPTANCE
1. Customer shall not be deemed to have accepted any Product unless expressly confirmed in writing by an authorised officer, employee or representative of Customer. For the avoidance of doubt, neither the inspection of the Products nor the signing of any delivery note or other document acknowledging receipt of any Products shall constitute acceptance or approval of the Products.
2. Without prejudice to clause 7.1, Customer shall use reasonable endeavours to notify the Supplier of any Products that are incorrectly delivered or performed, or, in the case of Goods, that are damaged in transit or delayed during transit.
3. If the Products have defects or do not comply with stated Specifications or requirements, Customer shall be entitled to return the Goods to the Supplier at the Supplier's expense within a reasonable period of time after the delivery, or in terms of Services, the Customer may request a refund or re-do for the Services, in part or in whole.
PRICE & PAYMENT
1. The Price for the Products shall be as set out in the Order.
2. Unless otherwise specified in the Order, all Prices are fixed. Prices stated in the Order are exclusive of Value Added Tax ("VAT"), which shall be separately itemised. Prices are inclusive of all charges for packing, packaging, shipping, carriage, insurance, performance, delivery, and any other applicable duties and taxes, except for VAT. The Customer shall, upon receipt of a valid VAT invoice from the Supplier, pay the total amount, including VAT, in accordance with clause 8.5.
3. The Supplier may not increase the Price (whether on account of increased materials, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of an authorised officer of the Customer.
4. The Supplier may only invoice Customer for any amounts due under the Contract on or after the delivery of the Goods and/or performance of the Services in accordance with these Terms.
5. The Customer shall pay each valid invoice in Pounds Sterling unless otherwise stated in the Order. The Customer shall pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account specified on the invoice.
6. If the Customer fails to make a payment by the due date, the Supplier may charge interest on the overdue amount at a rate of 2% above the Bank of England’s base rate, but only after a grace period of ten (10) Business Days. If the payment is disputed in good faith, no interest will apply unless and until the dispute is resolved in favour of the Supplier, in which case interest will only apply from the date of resolution onwards.
7. The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off. 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.
GOODS: RISK & TITLE
1. Unless otherwise specified in the Order, risk in the Goods shall pass to Customer upon completion of delivery to Customer in accordance with clause 5.3. The Supplier shall be responsible for transport and unloading costs and insurance of Goods to their full value against all risks of damage or loss prior to completion of delivery.
2. Title in the Goods shall pass to Customer on the earlier of:
  1. payment being made for the Goods; or
  2. delivery of the Goods in accordance with clause 5.3
3. All tools, equipment and materials of the Supplier required in the performance of the Supplier's obligations under the Contract shall be and remain at the sole risk of the Supplier whether or not they are on Customer premises or elsewhere pursuant to the Order.
REMEDIES
1. If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, or if the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1 or supplied Services that do not comply with the requirements of clause 4.3(d) the Customer shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies:
  1. to terminate the Contract with immediate effect by giving written notice to the Supplier;
  2. to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods or services from a third party;
  3. to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided or Goods that it has not delivered;
  4. to reject the Goods or the Deliverables (as the case may be and in whole or in part) in which case the Supplier shall promptly refund the Customer the full amount of the Price paid (the Customer shall, if so requested by the Supplier within 5 Business Days of Customer notifying the Supplier of its rejection, return the Goods or Deliverables to the Supplier at the Supplier's risk and cost, provided that if no request to return the Goods or Deliverables is received within such timescale, Customer may destroy or otherwise dispose of them (including by way of sale), in which event the Customer shall have no obligation to pay for them or account to otherwise account to the Supplier for their value);
  5. to require the Supplier to supply replacement Goods within 5 Business Days;
  6. to require the Supplier to re-perform the Services within 5 Business Days of written notice;
  7. to require the Supplier to promptly carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
  8. to refuse to accept any subsequent delivery of the Goods or performance of the Services;
  9. to require the Supplier to carry out (at the Supplier's cost) any work necessary to make the Products comply with the Contract;
  10. to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute goods or services from a third party; and/or
  11. to claim damages for any costs, loss or expenses incurred by the Customer arising from the Supplier’s failure to deliver the Goods or perform the Services by the applicable date, or (in relation to Goods) to comply with the undertakings set out in clause 3.1 or (in relation to Services) to comply with the requirements of clause 4.3(d).
2. These Terms shall extend to any substituted or remedial services or repaired, or replacement goods supplied by the Supplier.
3. The Customer's rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
CANCELLATION
1. In relation to Goods, the Customer may at any time prior to delivery of the Goods amend or cancel an Order by written notice to the Supplier. If the Customer amends or cancels an Order, its liability to the Supplier shall be limited to payment to the Supplier of all costs reasonably incurred by the Supplier in fulfilling the Order up until the date of receipt of the notice of amendment or cancellation, except that the Customer shall have no liability to the Supplier where the amendment or cancellation results from the Supplier's failure to comply with its obligations under the Contract.
2. In relation to Services, the Customer may at any time prior to completion of the Services amend or cancel an Order by written notice to the Supplier. If the Customer amends or cancels an Order, its liability to the Supplier shall be limited to payment to the Supplier of such portion of the Price as is reasonable in the circumstances, taking account of the time and resources expended by the Supplier in performing the Services up until the date of receipt of the notice of amendment or cancellation as a proportion of the time and resources that would have been expended had the Services been performed in full, except that the Customer shall have no liability to the Supplier where the amendment or cancellation results from the Supplier's failure to comply with its obligations under the Contract.
INDEMNITY
1. The Supplier shall indemnify and hold the Customer and its affiliates harmless against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses) as a result of or in connection with:
  1. any claim that the supply, receipt, use or resale of the Products (excluding the Customer Materials) infringe the Intellectual Property Rights, or misuse the confidential information of any third party, except (in relation to Goods) to the extent arising solely from the Supplier's compliance with designs supplied by Customer;
  2. any claim that the Products do not conform to Applicable Laws;
  3. any claim by a third party for death, personal injury or damage to property arising out of or in connection with defective Goods or Deliverables, to the extent that the defect is attributable to the acts or omissions of the Supplier;
  4. any examination, withdrawal and/or recall of Goods in accordance with clause 15.2 (including all loss of profits on sales, rehabilitation costs, administration charges, carriage and disposal associated with such examination, withdrawal and/or product recall); and
  5. any act or omission of the Supplier, its Personnel or its sub-contractors and any claims made against Customer arising out of the same.
TERM & TERMINATION
1. The Contract shall commence from the date the Order is accepted pursuant to clause 2.1 and shall continue (subject to earlier termination in accordance with these Terms) until the fulfilment of all obligations under the Contract.
2. Without prejudice to any other rights or remedies available to it, the Customer may terminate the Contract (or any part of it) with immediate effect by written notice in the event that the Supplier:
  1. has any corporate action, application, order, proceeding or appointment or other step taken or made by or in respect of it for any composition or arrangement with creditors generally, winding-up other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets which is not discharged or paid out in full within three Business Days or if any event analogous to any of the foregoing shall occur in any jurisdiction in which the Supplier is incorporated, resident or carries on business;
  2. commits any breach of its obligations under the Contract and fails to rectify such breach (if capable of remedy) within 14 days of receipt of written notice from Customer requiring remedy of the same; or
  3. (a) undergoes any change of Control, to which the Customer reasonably objects.
3. Termination or expiry of the Contract 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 or expiry.
4. On termination or expiry of the Contract (however arising):
  1. the Supplier shall immediately deliver to the Customer all Deliverables whether or not then complete and return all Customer Materials.
  2. any provision which expressly or by implication is intended to come into or continue in force shall remain in full force and effect, including clauses 7,9,10,12,13, 15, 16, 18, 19 and 20.
  3. the Supplier shall promptly refund such portion of the Price paid in advance which relates to any Goods not delivered, or Services not performed, as at the date of termination or expiry (in the case of Services, on a pro rata basis).
INSURANCE
1. During the term of the Contract, the Supplier shall obtain and maintain in force, with reputable insurance companies authorised to do business in the United Kingdom, appropriate insurance coverage as follows:
  1. For Suppliers providing Goods: The Supplier shall maintain product liability insurance, public liability insurance, and any other relevant insurance necessary to cover all potential risks associated with the supply of Goods and any liabilities arising under this Contract.
  2. For Suppliers providing General Services: The Supplier shall maintain public liability insurance to cover any liabilities arising under this Contract.
  3. For Suppliers providing Professional Services: The Supplier shall maintain professional indemnity insurance to cover liabilities resulting from errors, omissions, or negligence in the provision of Professional Services and any liabilities arising under this Contract.
2. The Supplier shall, on the Customer's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
3. The Supplier shall during the term of the Contract and for a reasonable period thereafter:
  1. refrain from any acts that may invalidate the insurance policies or prejudice the Customer’s entitlement or any other interests of the Customer concerning the insurance policies; and
  2. procure that the terms of such insurance policies are not altered in such a way as to diminish the benefit of the insurance policies for the Customer.
GOODS: RECALL
1. The Supplier shall notify Customer immediately of any issues arising out of any quality or Specification checks carried out in respect of the Goods and discovered before or after their delivery.
2. In the event that:
  1. the Supplier or Customer is notified of any requirement, instruction, instigation, recommendation or suggestion of any governmental or regulatory body (whether local or national) to recall the Goods; or
  2. the Customer reasonably determines that examination of any of the Goods is required to be undertaken to investigate the safety or fitness for the purpose of any of the Goods; and/or
  3. the Customer reasonably determines that the Goods should be withdrawn from sale and/or recalled,
  the Supplier shall immediately provide all assistance required by Customer in respect of such investigation or recall.
INTELLECTUAL PROPERTY RIGHTS
1. The Supplier shall not acquire any rights in respect of the Intellectual Property Rights of the Customer as a result of or in the provision of supply of any Products.
2. The Supplier acknowledges that all rights in the Customer Materials are and shall remain the exclusive property of the Customer.
3. The Supplier grants to the Customer or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy, modify and use the Deliverables (excluding Customer Materials) for the purpose of receiving and using the Services and the Deliverables.
DATA PROTECTION
1. Each party will comply with all applicable data protection legislation.
CONFIDENTIALITY
1. The Supplier undertakes to Customer that it shall not at any time use or disclose to any person any Confidential Information, except as permitted by clause 18.2.
2. The Supplier may disclose Confidential Information:
  1. (a) to its Personnel or advisers who need to know such information for the purposes of carrying out the Supplier’s obligations under the Contract. The Supplier shall ensure that its Personnel or advisers to whom it discloses Confidential Information comply with this clause 18; and
  2. (a) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. The Supplier shall not use Confidential Information for any purpose other than to perform its obligations under the Contract.
4. Neither the Contract nor the name of Customer shall be disclosed to any third party or used by the Supplier or any sub-contractor for advertising or publicity purposes without the Customer’s prior written consent.
ANTI-BRIBERY AND ANTI-CORRUPTION
1. The Supplier shall during the term of the Contract:
  1. comply with the Relevant Requirements;
  2. 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;
  3. notify the Customer (in writing) if it becomes aware of any breach of clause 19.1(a) or clause 19.1(b), or has reason to believe that it has received a request or demand for any undue financial or other advantage;
  4. 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 on the date the Contract comes into existence in accordance with clause 2.1; and
  5. at any time that the Customer so requests, promptly certify to the Customer in writing signed by an officer of the Supplier, compliance with this clause 19 by the Supplier and all persons referred to in clause 19.2. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request.
2. The Supplier shall ensure that any of its agents, consultants, contractors, subcontractors or other persons engaged in performance of the Supplier's obligations under the Contract do so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 19 (“Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Customer for any breach by such persons of any of the Relevant Terms.
3. Breach of this clause 19 shall be deemed a material breach.
4. For the purpose of this clause 19, 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.
ANTI-SLAVERY AND HUMAN TRAFFICKING
1. 1. In performing its obligations under the Contract, the Supplier shall:
  1. (a) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force (“Anti-Slavery Laws”) including the Modern Slavery Act 2015;
  2. (a) 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;
  3. (a) include in contracts with its subcontractors anti-slavery and human trafficking provisions that are at least as onerous as those set out in this clause 20;
  4. (a) notify the Customer as soon as it becomes aware of any actual or suspected breach of clause 20.1(a) or clause 20.1(b); and
  5. (a) maintain a complete set of records to trace the supply chain of all Goods and/or Services (as the case may be) provided to the Customer in connection with 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 20.
2. 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.
3. Breach of this clause 20 shall be deemed a material breach.
GENERAL
1. The Supplier shall not assign, transfer, charge, hold on trust for another or deal in any other manner with any of its rights or obligations under the Contract, nor purport to do so, nor sub-contract any or all of its obligations under the Contract.
2. The Customer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.
3. Any notice to be given under the Contract shall be in writing (but excluding fax transmission and electronic mail) and may be served by leaving it at, or by sending it by pre-paid first-class post or recorded delivery to, the other party’s registered office address (if a company) or its principal place of business (in any other case). A notice is deemed to be received when left at the recipient’s proper address or, if sent by pre-paid first-class post or recorded delivery, at 11.00am on the second Business Day after posting.
4. No provision of the Contract shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
5. The Contract constitutes the entire agreement and understanding of the parties and supersedes any previous agreements or understandings between the parties with respect to the arrangements contemplated by the Contract, Each party acknowledges that in entering into the 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 has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
6. No variation of the Contract shall be effective unless and until it is made in writing and signed by each of the parties to it or on their behalf by duly authorised representatives. For the purposes of this clause, the expression “variation” includes any supplement, deletion or replacement however effected.
7. Any failure to exercise or delay by a party in exercising a right or remedy arising in connection with the Contract or by law shall not constitute a waiver of such right or remedy or of any other rights or remedies. No waiver shall be effective unless and until in writing and signed by the relevant party or on his behalf by a duly authorised representative. A waiver of a right or remedy on one occasion shall not constitute a waiver of the same right or remedy in the future.
8. If any term of the Contract shall be declared to be invalid or unenforceable in any respect, insofar as it is severable from the remaining terms, it shall be deemed omitted from the Contract and the validity and enforceability of the remaining terms of the Contract shall not as a result in any way be affected or impaired. If any provision of the Contract is deemed deleted under this clause, 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.
9. Save as expressly provided in the Contract, the rights and remedies provided by the Contract are cumulative and are not exclusive of any right or remedy provided by law. No exercise by a party of any one right or remedy shall (save unless expressly provided otherwise) operate so as to hinder or prevent the exercise by it of any other right or remedy.
10. Nothing in the Contract shall constitute a partnership, joint venture, representative or agency relationship between the parties to it or be construed or have effect as constituting any relationship of employer and employee between the parties. Neither party shall have the authority to bind or pledge the credit of, or oblige, the other in any way without obtaining the other’s prior written consent.
GOVERNING LAW AND JURISDICTION
1. The 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.
2. 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 the Contract or its subject matter or formation.