Purchase Order Terms & Conditions

CALISEN PURCHASE ORDER STANDARD TERMS AND 
CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
 
1.  These Conditions
1.1 These Terms and Conditions shall apply to the Purchase Order for the supply of Goods and/or Services and shall prevail over any other Terms unless the Parties have specifically agreed in writing and signed by both parties.
1.2 Nothing in these Conditions shall prejudice or override any condition or warranty expressly implied by statue.
 
2. Definitions and Interpretations
2.1 The following definitions and rules of interpretation apply in these Conditions:
‘Applicable Laws’ means applicable law, statute, bye-law, regulation, order, regulatory policy, guidance issued by a regulatory body or industry code, rule of court or directives or requirements of any regulatory body, any applicable judgment of a relevant court which changes a binding precedent or any delegated or subordinate legislation or any notice of any regulatory body;
‘Business Day’ means a day other than Saturday or Sunday or  bank holidays in England when the Buyer is open for business or such other days as may be notified to the Supplier by the Buyer;
'Buyer' means  the company identified on the Purchase Order;
‘Buyer’s Materials’ has the meaning set out in clause 5.1.10;
‘Conditions’ these terms and conditions as amended from time to time in accordance with clause 3.5;
'Commencement Date’ has the meaning set out in clause 3.2.2;
‘Contract’ means the contract between the Buyer and the Supplier for the supply of Goods and/or Services in accordance with the Purchase Order and these Conditions;
‘Data Protection Legislation’ means all applicable data protection, the processing of personal data and privacy including: the Data Protection Act 2018; the General Data Protection Regulation (EU) 2016/679; the Privacy and Electronic Communications (EC Directive) Regulations 2003 (and any amendment or replacement thereto); and any legislation that, in respect of the United Kingdom, replaces or concerts into domestic law the General Data Protection Regulations 2003 (and any amendment or replacement thereto) or any other law relating to data protection, the processing of personal data including where applicable any guidance and/or codes of practice issued by the European Data Protection Board, the Data Protection Authority or other relevant regulator and/or Government department in relation to applicable data protection law;
‘Deliverables’ means 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);
'Goods' means all or any of the items set out in the Purchase Order which are to be supplied to the Buyer by the Supplier;
‘Mandatory Policies’ means the business policies of the Buyer as listed in Schedule 1;
'Parties' means the Buyer and the Supplier;
‘Price’ means the price payable for the Gods and/or Services as stated on the Purchase Order;
'Purchase Order' means any Purchase Order placed by the Buyer under which the Supplier agrees to supply Goods and/or Services to the Buyer;
‘Relevant Terms’ has the meaning set out in clause 18.2;
‘Relevant Requirements’ means all Applicable Laws relating to anti-bribery and anti-corruption including, without limitation, the Bribery Act 2010;
‘Sanctioned Person’  means at any time:
(a)   any person or entity listed on any Sanctions-related list of designated or blocked persons;
(b)    any person resident in, or entity organized under the laws of, a country or territory that is the subject of comprehensive Sanctions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea region);
‘Sanctions’ means the applicable economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by:
(a)   the European Union and its member states;
(b)   the United Nations Security Council;
(c)  the UK Government, including those administered by His Majesty's Treasury through OFSI and the Department for International Trade; or
(d)    the US Government, including those administered by the US Department of State, the US Treasury, Office of Foreign Assets Control and the US Department of Commerce;
'Services' means the Services to be performed by the Supplier for the Buyer as described in the Purchase Order and the Specification for the Services;
'Specification' means the requirements to which the Goods and/or Services supplied shall conform as detailed in the Purchase Order or otherwise;
‘Supplier’ means the person, firm or company named as such on page 1 of the Purchase Order.
 
2.2.1 a reference to a clause or Schedule is a reference to a clause or Schedule of these Terms and Conditions and a reference to an Annex is an Annex to a Schedule of these Terms and Conditions;
2.2.2 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2.2.3 a reference to a party includes its successors and permitted assigns;
2.2.4 a reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision;
2.2.5 any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms;
2.2.6 a reference to writing or written excludes fax but not email.
 
3.  Formation of Contract, Variation and Cancellation
3.1 The Purchase Order shall be an offer by the Buyer to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
3.2 The Purchase Order shall be deemed to be accepted on the earlier of:
3.2.1 the Supplier issuing a written acceptance of the Purchase Order; or
3.2.2 any act of the Supplier consistent with fulfilling the Purchase Order
at which point and on which date the Contract shall come into existence (‘Commencement Date’).
3.3 Subject to clause 1.1, these Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate or which are implied by law, trade custom, practice or course of dealing.
3.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
3.5 The Buyer may, before delivery or performance, send to the Supplier an amended Purchase Order adding to, deleting or modifying the Goods and/or Services. Any such revised Purchase Order takes precedence over the current Purchase Order to which it relates. If the revised Purchase Order will cause a change to the price or delivery date, then the Supplier shall suspend performance of the Contract and notify the Buyer without delay (but no later than 5 Business Days from the date of receipt of the revised Purchase), calculating the new price and delivery date at the same level of cost and profitability as the original price.
3.6 The Buyer not be bound to accept any increase in the price, or revised delivery date, until the Buyer’s authorised signatory confirms in writing to the Supplier. If the Buyer does not agree to any increase in price or variation in delivery dates following the issue of a revised Purchase Amendment, then the original Contract shall then recommence.
3.7 In addition to the Buyer’s other rights of cancellation under this Contract, the Buyer may cancel the Contract at any time by sending the Supplier a notice of termination. The Supplier shall comply with any reasonable instructions that the Buyer may issue with regard to the Goods and/or Services.
3.8 In the event of a cancellation the Supplier shall only be entitled to the price of the Goods and/or Services incurred to the point that notice of termination is served. Any such payment shall constitute the Buyer’s sole liability upon cancellation.
 
4. Supply of Goods
4.1 The Supplier warrants that the Goods:
4.1.1 correspond with their description and any the Specification;
4.1.2 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 Buyer, expressly or by implication, and in this respect the Buyer relies on the Supplier’s skill and judgement;
4.1.3 there they are manufactured products, be free from defects in design, materials, and workmanship and remain so for at least 24 months, or such other period expressly set out in the Purchase Order by the Buyer, after delivery; and
4.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
4.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
4.3 The Supplier shall from the Commencement Date and for the duration of the Contract, supply the Services to the Buyer in accordance with the terms of the Contract.
4.4 The Supplier shall meet any performance dates for the Services as set out in the Purchase Order or as notified by the Buyer to the Supplier from time to time and time is of the essence in relation to any of those performance dates.
 
5.  Supply of Services
5.1 In providing the Services, the Supplier shall:
5.1.1 co-operate with the Buyer in all matters relating to the Services, and comply with all instructions of the Buyer;
5.1.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade
5.1.3 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;
5.1.4 ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that any Deliverables shall be fit for any purpose that the Buyer expressly or impliedly makes known to the Supplier;
5.1.6 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
5.1,7 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 Buyer, will be free from defects in workmanship, installation and design
5.1.8 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
5.1.9 observe all health and safety rules and regulations and any other security requirements that apply at any of the Buyer’s premises;
5.1.10 hold all materials, equipment and tools, drawings, specifications and data supplied by the Buyer to the Supplier (‘Buyer Materials’) in safe custody at its own risk, maintain the Buyer Materials in good condition until returned to the Buyer, and not dispose of or use the Buyer Materials other than in accordance with the Buyer’s written instructions or authorisation;
5.1.11 not do or omit to do anything which may cause the Buyer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Buyer may rely or act on the Services; and
5.1.12 comply with any additional obligations as set out in the Specification.
 
6. Inspection and Testing
6.1 Before dispatching the Goods or commencing provision of the Service the Supplier shall, if appropriate and if previously agreed by the Parties, allow the Buyer to inspect and test the Goods and/or Services for compliance with the Specification and/or any other provisions of the Purchase Order.
6.2 If, following such inspection, in the Buyer's opinion, the Goods and/or Services do not comply with the Specification, the Buyer shall inform the Supplier (in writing, unless this is impractical) either, of the Buyer's intention to reject the Goods and/ or Services, or the remedial steps which must be immediately undertaken by the Supplier to ensure compliance with the Specification.
6.3 The Buyer may conduct further inspections and tests after the Supplier has carried out its remedial actions.
 
7. Delivery
7.1 The Supplier shall ensure that:
7.1.1 the Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition;
7.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
7.1.3 if the Supplier requires the Buyer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

7.2 Unless otherwise stated, delivery must take place on a Business Day and during the normal working hours of 9am to 4.30pm.
7.3 Time shall be of the essence in respect of any delivery date specified and the delivery will be made to such delivery location as may be specified by the Buyer in the Purchase Order.7.4 The Supplier shall deliver the Goods and/or Services as instructed in the Purchase Order and obtain a receipt for them from an authorised officer of the Buyer. Any requirements as to the manner, quantities or special requirements for delivery, specified in the Purchase Order, shall also be complied with by the Buyer.
7.5 The Buyer will allow the Supplier access to its premises as is reasonably necessary for the delivery of the Goods and/or Services. The Buyer may refuse admission to the Supplier's personnel or require such personnel to leave its premises at any time and shall not be obliged to give the Supplier the reason(s) for its decision. The Buyer will not apply the provisions of this clause unreasonably.
7.6 Whilst on the Buyer's premises, the Supplier shall comply with a sufficient duty of care so as to prevent damage to the Buyer’s premises, goods, personnel and visitors, and if made aware of any specific policies relating to use, shall comply with them with the same duty of care.
7.7 Delivery shall be completed on the completion of the unloading of the Goods at the Buyer’s designated delivery location.
7.8 If the quantity of Goods delivered is 5% or more greater or less than the quantity of Goods ordered, the Buyer may reject the Goods in whole (or, in the Buyer’s absolute discretion, the excess) and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Buyer accepts the delivery, the Supplier shall make a pro-rata adjustment to the invoice for the actual quantity of Goods delivered.
7.9 The Buyer may reject the Goods if they are delivered in instalments without the Buyer’s prior written consent. Where it is agreed that the Goods are delivered in instalments, failure by the Supplier to deliver any one instalment on time or any defect in an instalment shall entitle the Buyer to the remedies set out in clause 15.

 

8. Acceptance
8.1 The Buyer shall not be deemed to have accepted any part of the Goods until after its employees or agents have inspected the Goods. The Buyer may reject Goods that are not in accordance with the Purchase Order at any time before the expiry of 21 days after delivery. Unless within 28 days of receipt of notice of rejection the Supplier collects such Goods, the Buyer may dispose of them as the Buyer shall consider fit.

 

9. Extension of Time, Rescheduling or Cancellation
9.1 If, for any cause beyond the reasonable control of the Supplier, delivery of the Goods, or performance of the Services, is delayed, delivery/performance may be rescheduled by the Buyer (acting reasonably). Delay for any other reason shall be at the sole discretion of the Buyer, in which case the Supplier shall be responsible for any additional costs.
9.2 Notification of any anticipated or actual delay must be immediately communicated to the Buyer by the Supplier specifying the reasons for the delay.
9.3 If in the reasonable opinion of the Buyer it is inappropriate to reschedule delivery of the Goods and/or performance of the Services then the Buyer may cancel the Purchase Order without incurring any liability for such cancellation.

 

10. Risk and Title
10.1 Risk in the Goods shall only pass to the Buyer upon acceptance of the Goods when delivered to the place and address specified in the Purchase Order, unless otherwise agreed in writing by the Parties.
10.2 Goods shall be deemed not to have been delivered by the Supplier if a receipt from an authorised Buyer cannot be produced by the Supplier.
10.3 Title in the Goods shall only pass to the Buyer upon full payment.
10.4 The Buyer also reserves the right to take possession of all Goods to which it has acquired title.

 

11. Warranty
11.1 The Seller warrants that the design, construction and quality of any Goods to be manufactured or supplied comply in all respects with any statute, statutory rule, order or regulation which may be in force at the time and will be fit and suitable for the purpose intended, will be of merchantable quality and of good material and workmanship and free from defect.
11. 2 The warranties provided for in these Conditions shall be in addition to those implied by or available by law and shall exist notwithstanding the acceptance by the Buyer of all or any part of the Goods in respect of which such warranties and remedies are applicable.
11.3 Without prejudice to any other rights or remedies which the Buyer may possess, if any defect in design, specification, materials, workmanship, operating characteristics or otherwise develop in the Goods during the first 24 months from the later of either (1) the delivery date or (2) being put into service by the Buyer (or our customer),the Seller shall, at the Buyers discretion, without limitation to the other legal rights and remedies, carry out all necessary alterations or repairs to, or replace the defective Goods free of charge.
11.4 If the defect in the Goods cannot be corrected, the Supplier shall remove and replace promptly free of charge the Goods or at the Buyer’s option remove the Goods and refund the full price paid.  The Supplier shall guarantee for a period of a further 24 months any replacement, altered or repaired part or parts of the Goods.
11.5 Without prejudice to any other rights or remedies which the Buyer may possess, if any defect in the Services develops during the first 24 months from the date of performance the Supplier shall without limitation to the Buyer’s other legal rights and remedies, carry out all necessary alterations or corrections free of charge.  If the defective Services cannot be corrected, the Supplier shall promptly refund the full price paid. The Supplier shall guarantee for a period of a further 24 months any corrective work carried out.
 
12. Terms of Payment
12.1 All advice notes, invoices and packing notes issued by the Supplier shall be clearly marked by the Supplier with the Supplier's name and address, the Purchase Order number (the Buyer operates a “No PO No Pay” Policy), the item code, date of despatch, a description of the Goods and/or Services, quantity, the address of their intended destination and the due delivery date. 
12.2 The price for the Goods and/or Services shall be set out in the Purchase Order or, if no price is so quoted, shall be the Supplier’s published list price as in force at the Commencement Date.
12.3 Unless expressly stated otherwise in the Purchase Order, the price shall be inclusive of all every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods (including without limitation packaging, insurance and delivery costs) or performance of the Services.
12.4 In respect of the Goods, the Supplier shall invoice the Buyer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Buyer on completion of the Services. Each invoice shall comply with the requirements of this clause 12 and include such supporting information required by the Buyer to verify the accuracy of the invoice.
12.5 The Buyer agrees to pay the properly invoiced amounts within 45 days of the date of receipt of a valid and undisputed invoice, which (if the Supplier determines that VAT is payable) must comply with the requirements of H.M. Revenue and Customs for VAT purposes.
12.6 Where it is agreed the Goods are delivered in instalments, they may be invoiced and paid for separately as specified in the Purchase Order.
12.7 All prices and rates which are stated in the Purchase Order are exclusive of VAT (unless otherwise stated in the Purchase Order).
128 If requested to do so by the Buyer, the Supplier shall accept payment of monies due by electronic funds transfer through BACS Ltd or other electronic payment means, as good discharge of the Buyer's indebtedness under the Purchase Order.
12.9 If any undisputed monies are not paid by the due date, then the Supplier or the Buyer (as applicable) may charge interest on such undisputed monies from when payment fell due, to the date of payment  at the rate of two (2) per cent per annum over the base lending rate of the Bank of England from time to time. The Parties agree that this clause provides each of the Parties with a substantial remedy in respect of any late payment of sums due for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved on sums found or agreed to be due 45 days after the dispute is resolved until payment. 
12.10 The Buyer shall be entitled to set off against any sums due to the Supplier under the Purchase Order any sums which become payable by the Supplier to the Buyer in relation to the Purchase Order or any other contract between the Parties.
 
13. Insurance
13.1 The Supplier shall hold satisfactory insurance cover with a reputable insurer to fulfil the Buyers insurance obligations for the duration of the Contract and for [number] years thereafter including professional indemnity insurance, product liability insurance and public liability insurance cover of at least £5M (five million pounds Sterling). Upon the Buyers request satisfactory evidence of such insurance and payment of current premiums shall be produced.
 
14. Intellectual Property
14.1 Intellectual property and other rights in the Goods and/or Services shall vest in the party from whom the Goods and/or Services originate unless the Goods and/or Services are produced for the Buyer as bespoke. If the latter applies such rights shall vest in the Buyer upon their creation and the Supplier shall do all such things and execute all such documents as the Buyer may require in order to protect such vesting. The Supplier shall ensure that it includes corresponding provisions in its contracts with its own sub-contractors and Suppliers.
14.2 To the extent that the intellectual property rights will not vest in the Buyer, the Supplier grants to the Buyer, or shall procure the direct grant to the Buyer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables for the purpose of receiving and using the Services and the Deliverables.
 
15. Buyer Remedies
15.1 If the Supplier fails to deliver the Goods or perform the Services in part or in full by the applicable date, or such delivery or performance is not in compliance with the terms of the Contract, then the Buyer shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies:
15.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
15.1.2 to refuse to accept any subsequent performance of the Services or delivery of the Goods which the Supplier attempts to make;
15.1.3 to recover from the Supplier any costs incurred by the Buyer in obtaining substitute Goods or Services from a third party;
15.1.4 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; and
15.1.5 to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Supplier’s failure to meet such dates.
15.2 These Conditions shall extend to any substituted or remedial services or repaired or replacement Goods and/or Services supplied by the Supplier.
15.3 During the term of the Contract and for a period of 6 years afterwards, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall produce to the Buyer on demand both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
 
16. Indemnities
16.1 The Supplier shall indemnify the Buyer against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Buyer arising out of or in connection with:
16.1.1 any claim made against the Buyer for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding the Buyer Materials);
16.1.2 any claim made against the Buyer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables, to the extent that the defects in the Goods or Deliverables are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
16.1.3 any claim made against the Buyer by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
 
17. Rights of Cancellation and Consequences of Termination
17.1 Without affecting any other right or remedy available to it, the Buyer may terminate the Contract:
17.1.1 with immediate effect by giving written notice to the Supplier:
(a) if there is a change of control of the Supplier;
(b) if the Supplier commits a breach of clause 18; or
17.1.2 for convenience by giving the Supplier 4 weeks’ written notice.
17.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
17.2.1 the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so;
17.2.2 the other party 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), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
17.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
17.2.4 the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
17.3 On termination of the Contract, the Supplier shall immediately deliver to the Buyer all Deliverables whether or not then complete and return all Buyer Materials.
17.4 If the Supplier fails to comply with clause 17.3 then the Buyer may enter the premise and take possession the Goods and/or Buyer Materials.
17.5 Until the Goods and/or Buyer Materials have been returned or delivered, in accordance with clause 17.3 or clause 17.4, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract,
17.5 Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry.
17.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

18    Compliance and Ethical Conduct
18.1 The Supplier shall:
18.1.1 comply with the Relevant Requirements;
18.1.2 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;
18.1.3    have and shall maintain in place throughout the term of this Contract its own policies and procedures, including, without limitation, adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the relevant policies;
18.1.4 notify the other party (in writing) if it becomes aware of any breach of the Relevant Requirements, or have reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage; and
18.1.5 immediately notify the Buyer if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Contract.
18.2 The Supplier shall ensure that any person associated with it who is involved in performing the obligations under this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on it in this clause 18 (the "Relevant Terms"). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Requirements and shall be directly liable to the Buyer for any breach by such persons of any of the Relevant Requirements.
18.3 For the purpose of this clause 18, 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.
18.4    The Supplier warrants to the Buyer that the Supplier shall at all times comply with Sanctions;
18.4.1 the Supplier has in place, has maintained and has enforced procedures designed to prevent its officers, employees, contractors, sub-contractors, service providers, agents and intermediaries from undertaking any activity, practice or conduct relating to the business of the warranting Party that would constitute an offence under Sanctions, and to promote compliance with such laws;
18.4.2 the Supplier is not party to any actual, pending or threatened legal proceedings or outstanding material enforcement action before any court or government regulator or agency, authority or body or any arbitrator relating to any breach or suspected breach of Sanctions;
18.4.3 no holder of ownership interests of the Supplier is a Sanctioned Person;
18.4.4 neither the Supplier nor any of its directors, officers, employ-ees, contractors, sub-contractors, service providers, agents and intermediar-ies nor affiliate (in each case acting on behalf of or for the benefit of any member of the Supplier’s group of companies:
(a)    is a Sanctioned Person; nor
(b)    has engaged in, nor is it now engaged in, any dealings or transactions with or for the benefit of any Sanctioned Person, nor has otherwise violated Sanctions.
18.5 The Supplier shall inform the Buyer immediately if any of the warranties in this clause cease to be accurate in any respect at any time during the term of this Contract.
18.6 The Supplier and its personnel shall at all times comply with any Mandatory Policies.
18.7 The Supplier undertakes that it will and its employees, agents and sub-contractors will at all times comply with all health and safety requirements relating to the carrying out of the work under the Contract. Such requirements include in addition to statutory laws and regulations any codes of practice and British Standards or their equivalent relating to Health or Safety which may be applicable to the type of work carried out.
18.8 The Supplier shall not do anything, or omit to do anything, which may be considered to be an inducement to any employee of the Buyer. Any such inducement shall be deemed to be a breach, which shall be considered incapable of remedy. The Supplier shall report any request for an inducement to the Buyer forthwith.
18.9 The Supplier shall not unlawfully discriminate either directly or indirectly on such grounds as age, disability, gender reassignment, pregnancy and maternity, marriage and civil partnerships, race, religion or belief, sex or sexual orientation and without prejudice to the generality of the foregoing the Supplier shall not unlawfully discriminate within the meaning and scope of the Equality Act 2010 or other relevant or equivalent legislation, or any statutory modification or re-enactment thereof.
18.10 The Supplier shall comply with all applicable obligations under the Human Rights Act 1998.
18.11 The Supplier shall (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 but not limited to the Modern Slavery Act 2015; (b) 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; (c) 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 18.1; (d) notify the Buyer as soon as it becomes aware of any actual or suspected breach of this  clause 18.11; (e) maintain a complete set of records to trace the supply chain of Goods and Services provided to the Buyer in connection with this Contract; and permit the Buyer 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 18.11; and (f) 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.
18.12 The Supplier shall take all reasonable steps to secure the observance of clause 18 by all servants, employees or agents of the Supplier and all suppliers and sub-contractors employed in the execution of the Contract.
 
19. Confidentiality and Publicity
19.1 Each Party undertakes that it shall not at any time during the Contract and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 19.2.
19.2 Each Party may disclose the other party’s confidential information:
19.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under the Contract. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party’s confidential information comply with this clause 19; and
19.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
19.3 Neither Party shall use the other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
19.4 The Supplier shall not, without the prior written permission of the Buyer, advertise or disclose to any third party that it is providing Goods and/or Services to the Buyer.
 
20. Notices
20.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
20.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
20.1.2 sent by email to the contact details set out in the Purchase Order.
20.2 Any notice shall be deemed to have been received:
20.2.1 if delivered by hand, at the time the notice is left at the proper address;
20.2.2 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; or
20.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, 9.00 am on the next Business Day.
20.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

 

21. Employee Vetting
21.1 When reasonably required by the Buyer, the Supplier agrees to comply with the Buyer’s standard requirements in respect of Disclosure and Barring Service clearance.

 

22.  Data Protection and Processing
22.1 The Parties agree that in the event that the supply of Goods and/or Services shall involve the processing of personal data on behalf of the Buyer by the Supplier then the Supplier warrants and undertakes to the Buyer that it shall comply with (i) the provisions of the Data Protection Legislation and (ii) the Specific Data Requirements, detailed in Schedule: Data Protection (together, the “Data Protection Requirements”).

 

23. General
23.1 The Supplier shall not assign, transfer, sublet or subcontract in whole or in part any of the Purchaser Order without the prior written consent of the Buyer.
23.2 The Buyer may, to a member of the Buyer’s group of companies, 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.
23.3 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
23.4 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
23.5 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
23.6 The Contract shall comprise the entire agreement between the Parties in relation to the subject matter of the Purchase Order (subject to clause 1.1).
23.7 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 shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
23.8 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
23.9 The Contract does not confer (and is not intended to confer) any rights on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999, or otherwise.
23.10 This contract does not either create a partnership between the Buyer and the Supplier or make one of the Parties the agent of the other for any purpose.
23.11 This contract shall be governed by English law and the Parties shall submit to the exclusive jurisdiction of the English courts.

 

Schedule 1 – Mandatory Policies
The Mandatory Policies and Procedures are:
 
a)  Acceptable Use Policy
b)  Access Control Policy 
c)  Anti-Bribery and Anti-Money Laundering Policy
d)  Code of Conduct
e)  Data Protection Policy
f)  Diversity & Inclusion Policy
g)  Group Health & Safety Statement
h)  Information Security Incident Reporting Policy
i)  ISMS Policy Statement
j)  Mobile Computing Policy 
k)  Modern Slavery Policy
l)   Code of Conduct
m) Whistle-Blowing Policy (Employee Handbook)
 
Schedule 2: Data Protection
 
The following definitions and rules of interpretation apply in this Schedule:
 
Authorised Persons: the persons or categories of persons that the Buyer authorises to give the Supplier written personal data processing instructions and from whom the Supplier agrees solely to accept such instructions.
Business Purposes: the services to be provided by the Supplier to the Buyer as described in the Contract and any other purpose specifically identified in ANNEX A.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach and Processing: have the meanings given to them in the Data Protection Legislation.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Office of the Commissioner or other relevant regulatory authority and which are applicable to a party.
UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
 
1.  The Buyer and the Supplier agree and acknowledge that for the purpose of the Data Protection Legislation:
(a)     the Buyer is the Controller and the Supplier is the Processor.
(b)     ANNEX A describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which the Supplier may process the Personal Data to fulfil the Services.
 
2.  The Supplier will
(a)     only process the Personal Data to the extent, and in such a manner, as is necessary for the Services. The Supplier will not process the Personal Data for any other purpose or in a way that does not comply with this Contract or the Data Protection Legislation. The Supplier must promptly notify the Buyer if, in its opinion, the Buyer’s instructions do not comply with the Data Protection Legislation;
(b)     comply promptly with any Buyer written instructions requiring the Supplier to amend, transfer, delete or otherwise process the Personal Data, or to stop, mitigate or remedy any unauthorised processing;
(c)     maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third-parties unless the Buyer specifically authorises the disclosure in writing, or as required by law, court or regulator (including the Information Commissioner). If a law, court or regulator (including the Information Commissioner) requires the Supplier to process or disclose the Personal Data to a third-party, the Supplier must first inform the Buyer of such legal or regulatory requirement and give the Buyer an opportunity to object or challenge the requirement, unless the law prohibits the giving of such notice;
(d)     assist the Buyer, at no additional cost to the Buyer, with meeting the Buyer’s compliance obligations under the Data Protection Legislation, taking into account the nature of the Supplier’s processing and the information available to the Supplier, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with the Information Commissioner under the Data Protection Legislation
(e)     notify the Buyer promptly of any changes to the Data Protection Legislation that may reasonably be interpreted as adversely affecting the Supplier’s performance of the Contract.
(f)     will only collect Personal Data for the Buyer using a notice or method that the Buyer specifically pre-approves in writing, which contains an approved data privacy notice informing the Data Subject of the Buyer’s identity, the purpose or purposes for which their Personal Data will be processed, and any other information that, having regard to the specific circumstances of the collection and expected processing, is required to enable fair processing. The Supplier will not modify or alter the notice in any way without the Buyer’s written consent.

3.  The Supplier will ensure that all of its employees:
(a)     are informed of the confidential nature of the Personal Data and are bound by written confidentiality obligations and use restrictions in respect of the Personal Data;
(b)     have undertaken training on the Data Protection Legislation and how it relates to their handling of the Personal Data and how it applies to their particular duties; and are aware both of the Supplier’s duties and their personal duties and obligations under the Data Protection Legislation and this Contract.
(c)     The Supplier will take reasonable steps to ensure the reliability, integrity and trustworthiness of and conduct background checks consistent with applicable domestic law on all of the Supplier’s employees with access to the Personal Data.

4. The Supplier must at all times implement appropriate technical and organisational measures against accidental, unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data including, but not limited to, maintaining a UKAS accredited ISO27001 certificate for the duration of the Contract.

5. The Supplier must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:
(a)     the pseudonymisation and encryption of personal data;
(b)     the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
(c)     the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
(d)     a process for regularly testing, assessing and evaluating the effectiveness of the security measures.
 
6.        The Supplier will without undue delay, and in any event within 24 hours, notify the Buyer in writing if it becomes aware of:
(a)     the loss, unintended destruction or damage, corruption, or unsuitability of part or all of the Personal Data. The Supplier will restore such Personal Data at its own expense as soon as possible.
(b)     any accidental, unauthorised or unlawful processing of the Personal Data; or
(c)     any Personal Data Breach.
 
7. Where the Supplier becomes aware of 6. (a), (b) and/or (c) above, it will, without undue delay, also provide the Buyer with the following written information:
(a)     description of the nature of (a), (b) and/or (c), including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;
(b)     the likely consequences; and
(c)     a description of the measures taken or proposed to be taken to address (a), (b) and/or (c), including measures to mitigate its possible adverse effects.
 
8. As soon following any accidental, unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Further, the Supplier will reasonably co-operate with the Buyer at no additional cost to the Buyer, in the Buyer’s handling of the matter, including but not limited to:
(a)     assisting with any investigation;
(b)     providing the Buyer with physical access to any facilities and operations affected;
(c)     facilitating interviews with the Supplier’s employees, former employees and others involved in the matter including, but not limited to, its officers and directors;
(d)     making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by the Buyer; and
(e)     taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or accidental, unauthorised or unlawful Personal Data processing.
 
9. The Supplier will not inform any third-party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first obtaining the Buyer’s written consent, except when required to do so by law.

 

10. The Supplier agrees that the Buyer has the sole right to determine:
(a)    whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Personal Data Breach to any Data Subjects, the Infor-mation Commissioner, other in-scope regulators, law enforcement agencies or others, as required by law or regulation or in the Buyer’s discretion, including the contents and delivery method of the notice; and
(b)    whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.

 

11. The Supplier will cover all reasonable expenses associated with the performance of the obligations under clause unless the matter arose from the Buyer’s specific written instructions, negligence, wilful default or breach of this Contract, in which case the Buyer will cover all reasonable expenses.

 

12. The Supplier will also reimburse the Buyer for actual reasonable expenses that the Buyer incurs when responding to an incident of accidental, unauthorised or unlawful processing and/or a Personal Data Breach to the extent that the Supplier caused such, including all costs of notice and any remedy as set out in Clause 10.

 

13. The Supplier (and any Authorised Subcontractor) must not transfer or otherwise process the Personal Data outside the UK without obtaining the Buyer’s prior written consent.

 

14. The Supplier may only authorise a third-party subcontractor (Authorised Subcontractor) to process the Personal Data if:
(a)    the Buyer provides written consent prior to the appointment of each subcontractor;
(b)    the Supplier enters into a written contract with the subcontractor that contains terms substantially the same as those set out in this Schedule, in particular, in relation to requiring appropriate technical and organisational data security measures, and, upon the Buyer’s written request, provides the Buyer with copies of the relevant excerpts from such contracts;
(c)    the Supplier maintains control over all of the Personal Data it entrusts to the subcontractor;
(d)    the subcontractor’s contract terminates automatically on termination of this Contract for any reason;
(e)    the Supplier remains fully liable to the Buyer for the subcontractor’s performance of its agreement obligations; and
(f)    On the Buyer’s written request, the Supplier will audit a subcontractor’s compliance with its obligations regarding the Personal Data and provide the Buyer with the audit results. Where the Buyer concludes reasonably that the subcontractor is in material default of its obligations regarding the Personal Data, the Buyer may in writing instruct the Supplier to instruct the subcontrac-tor to remedy such deficiencies within a reasonable number of days.

15. Those subcontractors who are Approved Subcontractors as at the com-mencement of this Contract are as set out in ANNEX A to this Schedule.

 

16. The Supplier must, at no additional cost to the Buyer, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Buyer as the Buyer may reasonably require, to enable the Buyer to comply with:
(a)    the rights of Data Subjects under the Data Protection Legislation, including, but not limited to, subject access rights, the rights to rectify, port and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and
(b)    information or assessment notices served on the Buyer by the Information Commissioner under the Data Protection Legislation.

 

17. The Supplier must notify the Buyer immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party’s compliance with the Data Protection Legislation.

18. The Supplier must notify the Buyer within 48 hours if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.

19. The Supplier will give the Buyer, at no additional cost to the Buyer, its full co-operation and assistance in responding to any complaint, notice, communi-cation or Data Subject request.

20. The Supplier must not disclose the Personal Data to any Data Subject or to a third-party other than in accordance with the Buyer’s written instructions, or as required by law.

 

21. At the Buyer’s request, the Supplier will give the Buyer, or a third-party nominated in writing by the Buyer, a copy of or access to all or part of the Personal Data in its possession or control in the format and on the media reasonably specified by the Buyer.

 

22. On termination of the Contract for any reason or expiry of its term, the Supplier will securely delete or destroy or, if directed in writing by the Buyer, return and not retain, all or any of the Personal Data related to this Contract in its possession or control. The Supplier will certify in writing to the Buyer that it has deleted or destroyed the Personal Data within 30 days after it completes the deletion or destruction.

 

23. If any law, regulation, or government or regulatory body requires the Supplier to retain any documents, materials or Personal Data that the Supplier would otherwise be required to return or destroy, it will notify the Buyer in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for such retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.

 

24. The Supplier will keep detailed, accurate and up-to-date written records regarding any processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, approved subcontractors], the processing purposes, categories of processing, and a general description of the technical and organisational security measures referred to in Clause 4 of this Schedule (Records).

 

25. The Supplier will ensure that the Records are sufficient to enable the Buyer to verify the Supplier's compliance with its obligations under this Contract and the Data Protection Legislation and the Supplier will provide the Buyer with copies of the Records upon request.

26. The Buyer and the Supplier must review the information listed in the Annexes to this Contract at least annually to confirm its current accuracy and update it when required to reflect current practices.

27. The Supplier warrants and represents that:
(a)    its employees, Authorised Subcontractors, agents and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation;
(b)    it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;
(c)    it has no reason to believe that the Data Protection Legislation prevents it from providing any of the Services; and
(d)    considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the accidental, unauthorised or unlawful processing of Personal Data and the loss or damage to, the Personal Data, and ensure a level of security appropriate to:
(e)    the harm that might result from such accidental, unauthorised or unlawful processing and loss or damage;
(f)    the nature of the Personal Data protected; and
(g)    comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required in this Schedule.

 

28. The Buyer warrants and represents that the Supplier's expected use of the Personal Data for the Services and as specifically instructed by the Buyer will comply with the Data Protection Legislation.

 

29. The Supplier agrees to indemnify, keep indemnified and defend at its own expense the Buyer against all costs, claims, damages or expenses incurred by the Buyer or for which the Buyer may become liable due to any failure by the Supplier or its employees, subcontractors or agents to comply with any of its obligations under this Contract and/or the Data Protection Legislation.

 

31.  Any limitation of liability set forth in the Contract will not apply to this Schedule's indemnity or reimbursement obligations. 

Subject matter of processing:

 

Duration of Processing:

 

Nature of Processing:

 

Services:

 

Personal Data Categories:

 

Data Subject Types:

 

Authorised Persons:

 

 

Approved Subcontractors:

 

·       [List all approved subcontractors.]

 

·       [List all approved subcontractors.]

 

·       [List all approved subcontractors.]

Supplier to insert description of its technical and organisational data security measures such as:

 

·       Physical access controls.

 

·       System access controls.

 

·       Data access controls.

 

·       Transmission controls.

 

·       Input controls.

 

·       Data backups.

 

·       Data segregation.