Non-Disclosure Agreement
This Non-Disclosure Agreement (the “Agreement”) is made on the date set out on page 12 of this supplier pack below between the following parties:
A. CJE Developments & Property Services Ltd (“the Company”) and the Supplier (each a “party” and together “Both Parties”) have agreed to provide information to each other concerning their respective businesses (“the Business”) to enable Both Parties to progress business discussions, or to provide information requested by either party (“the Purpose”).
B. Definition: “Confidential Information” means any and all information of a confidential nature about the party disclosing the information and/or its customers, whether or not marked as confidential, including but not limited to the contractual terms agreed between the parties, services, research, business plans, commercial, financial, product marketing and technical information, know-how, trade secrets, working practices, customer or supplier information relating to the Business of either party, of whatever nature and in any form or medium (including, without limitation, in written, oral, visual and electronic form) including any copies of the same together with any reproductions of such information relating to the disclosing party and/or its customers.
OPERATIVE PROVISIONS: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
1. Both Parties agree not to use any Confidential Information disclosed to them for their own use or for any purpose other than the Purpose.
2. Save where necessary to carry out the Purpose, Both Parties must not make any copies of any written Confidential Information or of any notes in any form which it makes of the Confidential Information without the Company or the Supplier’s written consent which shall be given in the Company’s or the Supplier’s absolute discretion. Such consent will only be given, if at all, for the making of a specific number of copies which must be individually numbered so as to facilitate compliance with the obligations set out in paragraph 7 below. The original copy of any Confidential Information together, in each case, with any copies made by either party, shall be kept separate from all other documents and records held by either party and shall be kept at the party’s usual place of business. Both Parties must not store the Confidential Information in a computer or electronic information retrieval system accessible from outside their usual place of business and must not transmit it in any form by any means outside their usual place of business.
3. Each party agrees that it will use its best endeavours to protect the secrecy of and avoid disclosure or use of the Confidential Information in order to prevent it from falling into the public domain or into the possession of a third party, which measures shall include the highest degree of care that each party utilises to protect their own Confidential Information of a similar nature.
4. The obligation imposed upon each party herein shall not apply to information which:
4.1 is in the possession of the receiving party at the time of disclosure as is shown by either parties files and records prior to the time of disclosure; or
4.2 prior or after the time of disclosure becomes part of the public knowledge through no act or default of either party or on the part of persons who have received such Confidential Information from either party; or
4.3 is approved by Both Parties, in writing, for release; or is lawfully received by either party from a third party without any breach of the confidential relationship with the relevant party;
4.4 or is disclosed pursuant to a professional obligation, or a requirement or request of a Government agency or by a Court of Law, but only to the extent so ordered,
PROVIDED THAT before a party discloses any information under this paragraph 4.4, that party shall (to the extent permitted by law) use all reasonable endeavours to:
4.4.1 inform the other party of the full circumstances of the required disclosure and the Confidential Information that must be disclosed;
4.4.2 take all such steps as may be reasonable and practicable in the circumstances to agree the contents of the required disclosure with the other party before it is made;
4.4.3 consult with the other party as to possible steps to avoid or limit the required disclosure and to take those steps where they would not result in significant adverse consequences to the other party; and
4.4.4 gain assurances as to confidentiality from the body or authority requiring the disclosure.
5. The Confidential Information shall be considered to be public knowledge only if it becomes generally available to the public in printed publications in general circulation or available to those to whom it might be of commercial interest. A combination of two or more portions of the Confidential Information shall not be deemed to be public knowledge by reason only of each separate portion being so available.
6. Both Parties understand and acknowledge that they believe the Confidential Information to be accurate and sufficient for the Purpose and its disclosure is not intended to be on the basis of any express or implied warranty to that or any other effect and expressly disclaims any and all liability for all representations (excluding fraudulent misrepresentations), statements or warranties to that or any other effect.
7. Both Parties understand and acknowledge that they may at any time immediately by notice to it be required to deliver all copies, in any form, of the Confidential Information which either has been given and every copy of the Confidential Information and any notes of it which it has made and must delete the Confidential Information and any such notes from any computer or electronic information retrieval system where such Confidential Information is stored, in each case whether or not the same are then in the relevant party’s possession or the making of any such copy was authorised.
8. Either party may disclose the Confidential Information to any of its officers, employees and professional advisers that need to know the relevant Confidential Information for the Purpose, provided that it procures that each such person to whom the Confidential Information is disclosed to complies with the obligations set out in this Agreement as if they were a party to this Agreement.
GENERAL
9. The terms set out in this Agreement are the exclusive terms relating to this Agreement. They may only be altered in a written document signed on behalf of Both Parties.
10. This Agreement 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 and construed solely in accordance with English law and Both Parties hereby agree to submit to the exclusive jurisdiction of the English courts to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
11. Should protectively marked documents be removed from the Company either electronically or hard copy without consent, then an investigation will take place by a company representative, which may result in termination of contract and may involve criminal proceedings.
12. No relaxation or forbearance in enforcing its rights by the Company shall prejudice such rights nor shall any waiver of any breach act as a waiver of any subsequent or continuing breach.
13. The invalidity or unenforceability of any term or right arising out of this Agreement shall not in any way affect the remaining terms or rights.
14. Both Parties agree that the obligations of confidentiality, non-use and non-solicitation imposed herein shall survive any termination of discussions between the parties, and shall continue indefinitely from the date of this Agreement.
Supplier Terms and Conditions of Purchase
CJE Developments & Property Services Ltd and subsidiary companies only purchases Goods and/or Services on these Terms and Conditions. You, the Supplier, will only supply the Goods and/or Services in accordance with these Terms and Conditions and any additional terms expressly set out in the Purchase Order. The Contract Details Form shall form part of the Contract. These Terms and Conditions shall come into effect on the date set out on page 13 of this supplier pack.
1. INTERPRETATION
1.1. In these Terms and Conditions the following words have the following meanings:
Change Request
A request for a change in the scope or provision of the Goods and/or Services in accordance with the provisions of clause 5;
Company
CJE Developments & Property Services Limited
Registered Office: 4 Station Court, Girton Road, Cannock, WS11 0EJ
Registered in England & Wales: 10522474 VAT REG: 382418096
Confidential Information
Any and all information of a confidential nature about the party disclosing the information and/or its customers, whether or not marked as confidential, including commercial, financial, product marketing and technical information, know-how, trade secrets, working practices, customer or supplier information, of whatever nature and in any form or medium (including in written, oral, visual and electronic form) including any copies of the same together with any reproductions of such information relating to the disclosing party and/or its customers;
Contract
The contract between the Company and the Supplier for the sale and purchase of Goods and/or Services in accordance with these Terms and Conditions;
Contract Details Form
The form setting out the Contract details on page 2 of this supplier pack, submitted by the Supplier to the Company;
Goods
The goods agreed to be sold by the Supplier as may be set out in the Purchase Order or as otherwise agreed in writing between the parties;
Intellectual Property Rights
Intellectual property rights of whatever nature (including patents, design rights, trademarks, rights attaching to databases and present and future copyright and all similar rights subsist (including all application for all or any such rights);
Company Material
Such documentation or information, in whatever form as may be supplied by the Company for the provision of the Goods and/or Services;
Price
The price agreed to be payable for the Goods and/or Services as may be set out in the Purchase Order or as agreed otherwise in writing between the parties;
Purchase Order
The purchase order sent out by the Company to the Supplier confirming the Goods and/or Services to be provided and the terms on which such Goods and/or Services are to be provided which may contain the following information: name and address of supplier, description of Goods and/or Services to be purchased, relevant standards to be met (if required), required delivery time (if relevant), delivery address and agreed costs;
Services
The services agreed to be performed by the Supplier as may be set out in the Purchase Order or as agreed otherwise in writing between the parties; and
Supplier
The party appointed to provide the Goods and/or Services under these Terms and Conditions as defined in the Contract Details Form and/or the Purchase Order.
1.2. The headings in these Terms and Conditions are inserted for convenience only and will not affect their construction or interpretation. References to clauses are unless otherwise stated, references to the clauses of these Terms and Conditions.
1.3. Words importing the singular include the plural and vice versa.
1.4. Words importing a gender will include all genders.
1.5. References to any statute, statutory provision or statutory instrument include a reference to that statute, statutory provision or statutory instrument as amended, consolidated, replaced or re-enacted together with all rules and regulations made under it or them as from time to time amended, consolidated, replaced or re-enacted.
1.6. In the case of conflict or ambiguity the order of precedence for these Terms and Conditions and the documents attached to or referred to in these Terms and Conditions will be as follows:
1.6.1. a signed Change Request in accordance with clause 5; then
1.6.2. the Purchase Order; then
1.6.3. These Terms and Conditions (including the Contract Details Form).
1.7. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Provision of the Goods and/or Services
2.1. The Supplier will provide, in consideration for the Price, the Company with the Goods and/or Services in accordance with the timescales and requirements set out in the Purchase Order or as otherwise agreed in writing between the parties.
2.2. Each Purchase Order submitted by the Company to the Supplier will be deemed to be an offer by the Company to purchase the Goods and/or Services subject to these Terms and Conditions and will be accepted by the Supplier either expressly giving notice of acceptance, or impliedly by the Supplier commencing provision of the Goods and/or Services at which point the Contract shall come into existence.
2.3. The Company may, at any time, request a change to the Goods and/or Services, in accordance with clause 5.
2.4. The Supplier acknowledges that in providing the Services the Supplier owes a duty of care to the Company.
2.5. The Supplier shall ensure that the Goods shall:
2.5.1. be of satisfactory quality (within the meaning of the Sale of Good Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Company;
2.5.2. where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and
2.5.3. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
2.6. In delivering the Services the Supplier shall:
2.6.1 only employ such staff with the necessary qualifications, competence and skills to perform the tasks assigned to them and who have received adequate and appropriate training; and
2.6.2. provide all equipment, tools and vehicles and such other items as are required to provide the Services, unless otherwise directed by the Company; and
2.6.3 obtain and at all times maintain all licences and consents which may be required for the provision of the Services and comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may be required for the provision of the Services.
2.7. The Supplier shall not sub-contract the provision of the Goods and/or Services unless it has obtained written consent from a board member of the Company. Any Supplier found to be sub-contracting the provision of the Goods and/or Services or performance of any element of a Contract without written consent may be subject to termination of that Contract and any other Contracts which the Supplier has entered into with the Company and be liable for any costs incurred to the Company resulting from the termination of such Contracts and the provision of the Goods and/or Services (or any part of them).
2.8. If the Company is of the opinion that the provision of the Goods and/or Services does not conform, or is unlikely to conform with the Purchase Order, or the Contract Details Form, or to any specification and/or patterns advised by the Company to the Supplier, then the Company will inform the Supplier and the Supplier will immediately take such action as is necessary to ensure conformity.
2.9. Time for delivery of the Goods and/or Services will be of the essence under the Contract. The Company must be notified immediately of any delays likely to affect timely delivery of the Goods and/or Services. The Supplier must have a system in place to ensure that the Goods supplied to the Company are checked prior to dispatch.
2.9.1. The Supplier shall deliver the Goods on the date specified in the Purchase Order to the Company’s premises, or such other location as set out in the Purchase Order or as instructed by the Company before delivery (the “Delivery Location”). Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. Title and risk in the Goods shall pass to the Company on completion of delivery in accordance with this clause 2.9.1.
2.10. The Supplier may be subject to an audit carried out by the Company at least every 12 months. If the audit result is found to be unsatisfactory, any Contract may be terminated immediately.
2.11. The Supplier agrees that the Company may complete security screening of all persons carrying out work on behalf of the Company. The Supplier also understands that the Company reserves the right to claim all monies back from the Supplier for the screening process, if any Contract is terminated within the first six months from the date of screening.
2.10.1. Screening paperwork for completion and identification requested by the Company must be returned no later than eight weeks from the date of issue.
3. Indemnity
3.1. The Supplier will keep the Company indemnified against all direct, indirect or consequential liabilities (all three of which terms include loss of profit, loss of business, loss of goodwill and like loss), loss, damages, injury, cost and expenses) awarded against or incurred or paid by the Company as a result of, or in connection with:
3.1.1. defective workmanship, compliance or materials;
3.1.2. an infringement of any Intellectual Property Rights caused by the use of or supply of the Goods and/or Services; and
3.1.3. any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company, the Company’s employees or agents, or any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises, from the Goods and/or Services as a consequence of a direct or indirect breach or negligent performance or failure of the Supplier or delay in performance of any obligation under the Contract.
4. Charges and Payments
4.1 All purchase/ work orders placed by CJE Developments & Property Services Ltd are based on a pre-authorization of up to the total value of £150 + VAT, unless otherwise stated on the purchase / work order.
4.2 Purchase order uplifts must be authorised in writing prior to the completion of any additional works over the £100 limit, this will be supplied via our CAFM system. For clarity, no uplift = no additional payment
4.3 All invoices are to be sent to accounts@cjedevelopments.co.uk
a. The job number generated from our CAFM system
b.The name of the property attended
c. A clear summary and description of the works completed
d.The attendance charges (if applicable) plus any additional hours broken down clearly and rounded to 15 minutes
e. A copy of the engineer’s job sheet duly dated, timed in and out, name and signature from site (‘COVID’ is not an accepted signature), name and signature of the engineer and uploaded by the contractor onto SRFM’s CAFM system.
f. Completion photographs uploaded onto CJE’s CAFM system
4.4 All invoices must be dated the day of CORRECT submission via email to CJE, if the invoice is incorrect or missing any supporting information, it must be redated when it is correctly resubmitted. A charge of £20 will be levied & deducted from the subsequent payment, for all invoices incorrectly submitted. It’s the contractor’s responsibility to check all invoices and associated documents BEFORE sending.
4.5 All invoices must be submitted no later than ninety days from initial instruction, unless specifically agreed otherwise in writing. The Company WILL refuse payment of any invoices submitted after this ninety-day period.
4.6 For quoted works the invoice should match the agreed quotation and purchase order value, or be accompanied with details of an agreed variation. Signed, timed and dated job sheets are still required for quoted works, with all hours, at the agreed hourly rate, duly listed and signed for by site. Point 4 above applies for incorrectly submitted invoices
4.7 For planned preventative works (PPM works) the invoice should include any certification uploaded onto SRFM’s CAFM system
4.8 Our standard payment terms are 30 days month end from (30EOM) receipt of a valid and correctly submitted invoice. Any incorrect invoice, either pre-dated, missing paperwork, detail or with calculation errors must be re-dated on the date of re-submission and will be paid within 30 days from month end
4.9 All concession payment invoices will be submitted to the supplier on or around 1st of the month for all invoices paid to the supplier for the previous month. The concession payment will be paid, unless there is a valid dispute, within 14 days of receipt. If there is or are disputed items within the concession invoice, the individual item will be queried and held, with the remainder being paid within the terms
5. Change in Goods and/or Services
5.1. Where the Company wishes to make any changes to the Goods and/or Services, it will notify the Supplier in writing ("Change Request").
5.2. The parties will agree on the scope and implications of the requested change(s), any related amendments to the Price, and any implications on the parties' obligations under the Contract.
6. Remedies
6.1. Without prejudice to any other right or remedy which the Company may have, if any Goods and/or Services are not supplied in accordance with, or the Supplier fails to comply with, any of these Terms and Conditions, then the Company will be entitled to one or more of the following remedies, at its absolute discretion, whether or not any part of the Goods and/or Services have been accepted by the Company:
6.1.1. to terminate the Contract immediately by giving written notice to the Supplier;
6.1.2. to reject the Goods and/or Services (in whole or in part);
6.1.3. to require a refund from the Supplier of any sums paid in advance for the Services that the Supplier has not provided and/or Goods that it has not delivered;
6.1.4. to give the Supplier the opportunity (at the Supplier’s expense) either to remedy any defect or to provide replacement Goods and/or to re-perform the Services and any other necessary work to ensure compliance with the Contract including obtaining substitute goods and/or services from a third party;
6.1.5. to refuse to accept any further provision of the Goods and/or Services, but without any liability to the Company; and
6.1.6. To claim such damages as may have been sustained by the Company which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
7. Force Majeure
7.1. The Company reserves the right to cancel or suspend any of its obligations under the Contract, and without liability to the Supplier, if it is prevented from or delayed in the carrying out of its business due to circumstances beyond its reasonable control.
8. Warranties
8.1. The Supplier warrants that:
8.1.1. it will use all reasonable skill and care in providing the Goods and/or Services and the Goods and/or Services will be provided by appropriately experienced, qualified and trained personnel; and
8.1.2. the information provided in the Contract Details Form is accurate, complete and up-to-date.
9. Data Protection
9.1. In this clause 9:
9.1.1. “Data Protection Legislation” shall mean the DPA, or, from the date it comes into force in the UK, the GDPR (as applicable) and any other laws relating to the protection of personal data and the privacy of individuals;
9.1.2. “Data Subject” has the same meaning as in the Data Protection Legislation;
9.1.3. “DPA” means the UK Data Protection Act 1998;
9.1.4. “GDPR” means the General Data Protection Regulation (EU) 2016/679;
9.1.5. “Personal Data” means “personal data” (as defined in the Data Protection Legislation) that are Processed under these Terms and Conditions and/or the Contract;
9.1.6. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed;
9.1.7. “Processing” has the same meaning as in the Data Protection Legislation and “Process” and “Processed” shall be construed accordingly; and
9.1.8. “Processor” means a “data processor” for the purposes of the DPA and a “processor” for the purposes of the GDPR (as such legislation is applicable).
9.2. The parties acknowledge that the Supplier is a Processor acting on behalf of the Company and that, for the purposes of the Contract:
9.2.1. the type of Personal Data and categories of Data Subjects are as set out in the Contract Details Form; and
9.2.2. the nature/purpose of the Processing is to enable the Supplier to carry out its duties under the Contract (which form the subject matter of the Processing) and the duration of the Processing shall be the term of the Contract.
9.3. The Supplier shall comply with its obligations under the Data Protection Legislation and shall, in particular:
9.3.1. Process the Personal Data only to the extent, and in such manner, as is necessary for the purpose of carry out its duties under the Contract and/or these Terms and Conditions and in accordance with the Company’s written instructions and this clause 9 (unless otherwise required by European Union laws or the laws of the European jurisdiction in which the Supplier Processes the Personal Data);
9.3.2. implement appropriate technical and organisational measures in accordance with the Data Protection Legislation to ensure a level of security appropriate to the risks that are presented by such Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the likelihood and severity of risk in relation to the rights and freedoms of the Data Subjects;
9.3.3. not transfer the Personal Data outside of the European Economic Area without the prior written consent of the Company;
9.3.4. ensure that any employees or other persons authorised to process the Personal Data are subject to appropriate obligations of confidentiality;
9.3.5. not engage any third party to carry out its Processing obligations under the Contract without obtaining the prior written consent of the Company and, where such consent is given, procuring by way of a written contract that such third party will, at all times during the engagement, be subject to data Processing obligations equivalent to those set out in this clause 9;
9.3.6. notify the Company, as soon as reasonably practicable, about any request or complaint received from Data Subjects without responding to that request (unless authorised to do so by the Company) and assist the Company by technical and organisational measures, insofar as possible, for the fulfilment of the Company's obligations in respect of such requests and complaints;
9.3.7. on request by the Company and taking into account the nature of the Processing and the information available to the Supplier, assist the Company in ensuring compliance with its obligations under the GDPR (where applicable) with respect to:
(i) implementing appropriate technical and organisational measures in accordance with Article 32 of the GDPR;
(ii) where relevant, notifying any Personal Data Breach to the Information Commissioner’s Office (or any replacement body) and/or communicating such Personal Data Breach to the Data Subject in accordance with Articles 33 and 34 of the GDPR; and
(iii) where necessary, carrying out and/or reviewing and, if applicable, consulting with the Information Commissioner’s Office (or any replacement body) with respect to data protection impact assessments in accordance with Articles 35 and 36 of the GDPR;
9.3.8. on request by the Company, make available all information necessary to demonstrate the Supplier's compliance with this clause 9 and otherwise permit, and contribute to, audits carried out by the Company (or its authorised representative); and
9.3.9. on termination or expiry of the Contract, destroy or return to the Company (as the Company directs) all Personal Data and delete all existing copies of such Personal Data, unless otherwise required by European Union laws or the laws of the European jurisdiction in which the Supplier Processes the Personal Data.
9.4. This clause 9 may be amended at any time by either party giving at least 30 days’ written notice to the other stating that applicable controller to processor standard clauses:
9.4.1. laid down by the European Commission; or
9.4.2. adopted by the UK Information Commissioner’s Office, or other competent supervisory authority within the meaning of the GDPR, are to be incorporated into these Terms and Conditions and replace paragraphs 9.1 to 9.3 (inclusive) above.10. Intellectual Property
10.1. All Intellectual Property Rights created in the provision of the Goods and/or Services will vest in the Company, who hereby grants a non-exclusive licence to the Supplier to use such Intellectual Property Rights solely for the purpose of providing the Goods and/or Services. On termination of the Contract this licence will immediately terminate.
10.2. The Company hereby grants to the Supplier a non-exclusive licence to use the Company Material solely for the purpose of providing the Goods and/or Services. On termination of the Contract this licence will immediately terminate.
10.3. The Company warrants that it will not, nor will it cause the Company to, infringe the Intellectual Property Rights of any third party through the provision of and use of the Goods and/or Services.
10.4. Nothing in these Terms and Conditions or the Contract will confer any right, title, interest or licence to the Supplier in relation to any of the Company’s data or information. The Supplier will use its best endeavours to ensure that any data or information which comes into its possession is not used or reproduced, in whole or in part, in any form except as may be required in the performance of the Goods and/or Services.
11. Duration and Termination
11.1. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
11.1.1. the other party commits a material breach of any term of the Contract which is not capable of remedy; or
11.1.2. the other party commits a material breach of its obligations under the Contract which is capable of remedy but which is not remedied within a period of fourteen (14) days following receipt of written notice to do so.
11.2. The Company may terminate the Contract immediately if:
11.2.1. the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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; or
11.2.2. 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
11.2.3. the Supplier’s financial position deteriorates to such an extent that in the Company’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.3. Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses that expressly or by implication survive termination of the Contract shall continue in full force and effect.
11.4. On termination of the Contract to the extent that the Supplier has any information or records derived directly from Confidential Information, Intellectual Property Rights or other data of the Company, the Supplier shall return to the Company all such information and records or erase or destroy all such information and records (as directed by the Company), and certify, in writing signed by an authorised signatory, to the Company that it has done the same.
11.5. The Company will have the right at any time and for any reason to terminate or suspend any Contract in whole or in part by giving the Supplier written notice. Upon receipt of such notice the Supplier will discontinue all work on the provision of the Goods and/or Services and the Company will pay to the Supplier fair and reasonable compensation for work-in-progress at the time of termination but such compensation will not include loss of anticipated profits or any consequential loss.
12. Non-Solicitation
12.1. The Supplier undertakes to the Company that the Supplier will not for the duration of the Contract and for a period of 6 months following termination of the Contract, either on its own account or jointly with or for any other person, firm or company, solicit the customers of the Company for the purpose of offering to customers of the Company goods or services similar to or materially competing with those of the Company.
13. Insurance
13.1. The Supplier will carry liability insurance cover in the sum of £5,000,000 (public liability and product liability – as applicable) and £10,000,000 (employer’s liability – as applicable), and pollution cover, contractor all risks cover and professional indemnity insurance declared by the Supplier on the Contract Details Form, for each and every claim arising out of any one event in respect of any negligence omission or default on the Supplier’s part in the performance of the Supplier’s duties and obligations under the Contract.
13.2. If required by the Company, the Supplier will produce copies of the terms of the insurance, the latest premium receipt and any other evidence reasonably required to show that the Supplier’s professional indemnity insurance is being maintained including if appropriate the letter from the Supplier’s broker confirming these details.
14. Liability
14.1. Nothing in the Contract shall limit or exclude the Company’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors (as applicable), for fraud or fraudulent misrepresentation or for any other matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
14.2. Subject to clause 14.1:
14.2.1. the Company shall not liable to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
14.2.2. the Company’s total liability to the Supplier in respect of any one claim or series of linked claims arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of (a) the sum of the Price paid under the Contract in the 12 months immediately preceding the relevant claim or (b) £100,000 (one hundred thousand pounds).
15. Anti-bribery and anti-facilitation of tax evasion
The Supplier shall:
15.1.1. comply with all applicable laws, regulations, codes, guidance and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010 and the Criminal Finances Act 2017, any subordinate legislation made under these Acts and any guidance and codes of practice concerning them issued by the relevant government department;
15.1.2. comply with any anti-bribery and anti-corruption policies of the Company (in each case as the Company may update them from time to time);
15.1.3. 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;
15.1.4. promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract;
15.1.5. not engage in any activity, practice or conduct which would constitute either:
(i) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or
(ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
15.1.6. promptly report to the Company any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017 or any suspected tax evasion offences or facilitation of tax evasion offences, whether under UK law or under the law of any foreign country, in connection with the performance of the Contract;
15.1.7. ensure that all persons associated with the Supplier or other persons who are performing services in connection with the Contract comply with this clause 15; and
15.1.8. provide such supporting evidence of compliance with this clause 15 as Company may reasonably request.
15.2. The Company may terminate the Contract with immediate effect if the Supplier breaches this clause 15.
16. General
16.1. The Contract, and any Change Request, constitute the entire and only legally binding agreement between the parties relating to its subject matter and no addition of or exclusion of or variation of the Contract, whether express or implied, will be binding upon the parties unless made in accordance with clause 5.
16.2. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
16.3. If any provision, or part-provision, of the Contract is held by any party as invalid, illegal or unenforceable, the validity of the other provisions of the Contract and the remainder of the provision in question will not be affected. Every provision is agreed to be severable from every other.
16.4. No waiver by the Company of any breach of the Contract by the Supplier will be deemed as a waiver of any subsequent breach of the same or any other provision, nor of the provision itself.
16.5. Notice given under the Contract shall be in writing, addressed to the recipient party at its registered office or such other address as that party may have specified to the other party in writing. Where the Contract refers to communications being written or in writing, those include any communications delivered by hand or by national postal service (including prepaid first-class post or other next working day delivery service), or commercial courier and/or by e-mail (but only on proof of receipt). Any such notice or other document shall be deemed to have been served: if delivered by hand - when left at the Supplier’s registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, two business days after transmission. The provisions of this clause 16.5 shall not apply to the service of any proceedings or other documents in any legal action.
16.6. Any typographical, clerical or other error or omission in the Purchase Order, acceptance of offer or other document or information issued by the Company will be subject to correction without any liability on the part of the Company.
16.7. A person who is not party to the Contract shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any terms of the Contract. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant to that Act.
16.8. The Supplier shall not assign, transfer, mortgage, charge, sub-contract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
16.9. 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 will be governed and construed in accordance with the laws of England, and both parties submit to the exclusive jurisdiction of the English courts 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.
I wish to be considered for inclusion on the Company’s Quality Supplier List and accept the Terms and Conditions and the Non-Disclosure Agreement herein.
I hereby agree to be bound by the terms set out in these Terms and Conditions and the Non-Disclosure Agreement and I will abide to the Company’s health and safety and environmental and compliance polices. I confirm that all information provided above and attached is, to the best of knowledge, accurate and correct and I am authorised to complete this form on behalf of the company named above.