Bauer Media Outdoor Technic Limited Terms and Conditions
1 Interpretation
1.1 In these Conditions the following words have the following meanings:
“the Seller” the person(s), firm or company with whom an order is placed for the Goods by the Company;
“the Company” Bauer Media Outdoor Technic Limited, Wharton Hall Avenue, Bolton, BL5 1FH, England registered number 02751472;
“Contract” any contract between the Company and the Seller for the purchase of the Goods, incorporating the Order and these Conditions;
“Delivery Address” Bauer Media Outdoor Technic, Wharton Hall Avenue, Bolton, BL5 1FH, England;
“Goods” any goods agreed in an order to be supplied to the Company by the Seller;
“Order” the Company’s official instructions to the Seller in writing to supply the Goods on these Conditions and where those instructions conflict with the terms of these Conditions those instructions shall prevail;
“Warranty Period” a period of six (6) years commencing on the date of delivery.
1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions headings will not affect the construction of these Conditions.
2 Application of Terms
2.1 Subject to any variation under condition 2.2 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Seller purports to apply under any quotation, confirmation of order, specification or other document).
2.2 These Conditions apply to all the Company’s purchases and any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a Director of the Company.
2.3 Each Order for Goods by the Company from the Seller shall be deemed to be an offer by the Company to purchase Goods subject to these Conditions.
2.4 By taking action against the Order, the Seller will have deemed to have accepted that Order and these Conditions.
2.5 The Company accepts no liability for any Goods delivered unless the Order has been placed on its behalf by a duly authorised officer of the Company, and an official purchase order number has been generated. The order number must be quoted on all delivery and invoice documentation relating to that Order. Failure to quote the order number will result in the non payment of any invoices raised.
3 Variation and Cancellation of Orders
3.1 The Company may vary or cancel any Order in writing it has placed for Goods which has not yet been accepted by the Seller without penalty.
3.2 The Company shall have the right to cancel an accepted Order in whole or in part at any time for any reason whatsoever by giving the Seller notice thereof in writing. In such event, the Company shall (except where the Order has been cancelled due to breach by the Seller) pay the Seller a fair and reasonable sum for all materials used and work done up to the time of the cancellation whereupon the property in such materials shall pass to the Company. The Company shall not be liable for any other loss including consequential or indirect loss suffered by the Seller or any third party as a result of such cancellation.
3.3 The Company will issue Orders to Sellers as per the Company‘s requirements and the Seller must acknowledge each Order and the Estimated Time of Delivery (ETD) of the ordered Goods. The Seller commits to confirm the ETD date based on the real expected production date within twenty-four (24) hours of receipt of the Order.
4 Description & Quality
4.1 The description of the Goods shall be as set out in the Order raised by the Company.
4.2 The Goods shall be supplied in strict accordance with the Order and any description or specification set out in the Order or any quotation referred to therein and shall correspond with any samples or patterns and shall be of the quality, quantity, standard and description specified. The Company shall not be liable for any excess costs or charges arising from deviations from the specification or quantity set out or referred to in the Order.
4.3 The Goods should comply in all respects with the warranties given in clause 9.
4.4 The Company reserves the right to reject any of the Goods which are faulty or do not conform to the quality, quantity, standard or description specified in the relevant Order. The Company may return any rejected Goods at the Seller’s risk and expense. The Company shall not be deemed to have accepted any Goods until the Company has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.
4.5 Prior to delivery the Seller shall inspect and test the Goods for compliance with the relevant Order and in assessing their fitness for use the Company shall be deemed to rely upon the Seller’s skill and judgement. The Seller shall, if requested by the Company supply certified copies of records of such inspection and tests free of charge. The Seller will grant to the Company, its nominated representative or customer, a right of access at all reasonable times for the purpose of verifying product against specified requirements, checking progress and carrying out or witnessing and/or inspection procedures. Such tests and inspection as the Company may carry out shall not in any way diminish, affect or impair on the Seller’s obligations nor shall it preclude subsequent rejection.
4.6 Any performance characteristics specified by the Seller in any tender, quotation or literature prepared by the Seller or specified in the Contract are of the essence and shall form part of it. The Seller will inform the Company immediately of any modification affecting the performance or essential specified characteristics of the Goods or any tooling associated with the Goods as found necessary during commissioning or manufacture. The Company shall not be bound to accept any modification unless it has agreed to do so in writing.
4.7 The Seller shall provide the Company with not less than six (6) months’ prior written notice of any intention to discontinue or withdraw from sale any Goods previously supplied to the Company and shall provide the Company with a reasonable opportunity to place a final order for such Goods prior to discontinuation.
5 Delivery
5.1 Unless otherwise agreed in writing by the Company, the Goods shall be delivered to the Company’s Delivery Address noted in clause 1.1 above and shall be made at the time or times and in the manner specified in the Order.
The Seller commits to produce and deliver the Goods according to the contractual lead time set out in the Order.
The delivery is deemed to be completed when the Goods have been delivered according to the INCOTERMS stated in the Order.
The Seller shall fulfil the contractual lead time for all Orders and undertakes that any dispute(s) will not affect the on time production and delivery of the Goods.
In event of any variances in the Seller’s ability to follow the contractual Leadtime due to seasonality, tool or assembly line maintenance, holidays, energy limitations or any other reason, the Seller shall issue a three (3)months prior written notice regarding the said variance or within adequate Leadtime to ensure on time Order placement and Goods supply.
5.2 Time shall be of the essence foreach Order. The Seller is aware of the importance for the Company of timely deliveries and recognizes that time is of the essence in every delivery of Goods. In the event of delays, the Seller shall pay the agreed liquidated damages as follows. As from the second week of delay, the Seller shall – if the Company so demands – pay liquidated damages by an amount corresponding to ten percent (10%) of the invoice price of the delayed delivery, plus 10% per each additional week, to a maximum, however, of thirty percent (30%) of the invoiced amount of the delayed delivery.
5.3 All deliveries shall be accompanied by a delivery note showing the order number and in the case of part delivery the outstanding balance remaining to be delivered. The Goods shall be properly marked and shall be appropriately packed and protected against damage and deterioration in transit.
5.4 In the event of the Goods not being made available on the date(s) specified in the Order the Company will retain the right to cancel the Order without penalty. The Company reserves the right to make alternative delivery arrangements and claim an allowance equal to any carriage charge incurred.
6 Rejection & Cancellation
6.1 If, throughout the Warranty Period, the Goods do not comply with, any warranty given by the Seller in respect of the Goods whether under the Contract(including without limitation under clause 9) or otherwise, or, the Order, or, any of the Conditions of the Order are broken or not complied with by the Seller, or it is clear that the Seller will be unable to perform its part of the Order, the Company shall at its sole discretion be entitled to reject the Goods and/or cancel the Order (not withstanding that the property in the Goods may have passed) by giving written notice to the Seller. Without prejudice of any rights that the Company may have by statute, common law or otherwise, the Company may elect any one or more of the following provisions where appropriate to apply:
6.1.1 The Company may return to the Seller (at the Seller’s risk and expense) any rejected Goods or any Goods already delivered which, by reason of non-delivery of the balance are not reasonably capable of use by the Company. Alternatively, the Company may require the Seller to collect the same;
6.1.2 The Company may at its discretion require the Seller (within a period of seven days) to either restore or rectify the Goods to its satisfaction at the Seller’s expense or to replace (within a period of 7 days) any Goods so rejected upon the same conditions as herein stated;
6.1.3 At the Company’s sole option, and whether or not the Company has required the Seller to restore or rectify the Goods, to treat the Contract as discharged by the Seller’s breach and require the repayment of any part of the price for the Goods which has been paid;
6.1.4 The Company reserves the right to carry out at the Seller’s expense such work as may be necessary to make the Goods or any part thereof comply with the Order.
6.2 In the event of an Epidemic Failure (as defined in clause 9.2):
6.2.1 either party shall promptly inform the other party of the circumstances giving rise to the Epidemic Failure;
6.2.2 the Seller shall:
(a) within24 hours of detection of, or notification of, an Epidemic Failure (or such other time period as may be stipulated by the Company), perform a root-cause analysis to identify the cause of such Epidemic Failure; and,
(b) within48 hours after the detection of, or the notification of, an Epidemic Failure(or such other time period as may be stipulated by the Company), provide the Company with a report detailing the cause of, and procedure for correcting the cause of, such Epidemic Failure (a “Remediation Plan”). The Company shall be entitled to (i) at the Seller's cost and expense, instruct an independent third-party to analyse and verify the root-cause analysis and cause identified by the Seller in its Remediation Plan and/or, (ii) amend or modify the Remediation Plan as it deems necessary and appropriate, to its absolute satisfaction. Upon approval of the Remediation Plan by the Company, the Seller shall promptly implement such Remediation Plan at its own cost and expense; and,
6.2.3 without limitation to any other rights or remedies of the Company under the Contract or at law, the Company shall be entitled to invoke any of the rights and remedies set out in clauses 6.1 and 10.1 in respect of the Goods that are the subject of the Epidemic Failure. In addition, the Company may cancel or suspend any Orders for the Goods already placed by it until such time as the Remediation Plan has been implemented and the Epidemic Failure has been remedied to the Company’s absolute satisfaction. The Company shall have no liability to the Seller in respect of any cancelled or suspended Orders.
7 Risk & Title
7.1 The Goods shall remain at the Seller’s risk until accepted by the Company. Title in the Goods shall pass to the Company on delivery or when the Goods become appropriated to the Contract.
8 Price & Payment
8.1 The price stated in the Order is inclusive of all costs, charges and expenses including packaging, packing, transportation and insurance costs. No variation in the price of the Goods will be accepted for any reason whatsoever except with the prior written consent of either, the Company’s Managing Director or Head of Procurement and upon giving six (6) month’s notice in writing.
8.2 The Company will purchase the Goods at the prices specified in the Order. Prices shall be valid for each period of twelve (12) months. To avoid any doubts, the validity of the said prices shall commence on the date of the first purchase order of the Goods.
8.3 The Seller must request any price changes at least six (6) months prior to the expiration of the then current twelve (12)-month period.
8.4 Unless agreement is reached on the prices before the end of the then current 12-month period, the Company or the Seller may terminate this Contract, in part or in whole. If the Contract is terminated, the prices agreed upon for the prior 12-month period shall be applied during the six (6) month notice period.
8.5 If the Company advises the Seller in writing of a genuine offer from another supplier to supply the Goods at a price (taking fair account of any differences in quality, in terms or conditions of supply or delivery) which is less than the price payable under this Contract, the Seller shall have thirty (30) days to offer the Goods at the lower prices.
8.6 The Seller undertakes that in case it has supplied during the term of this Contract, to any third party, Goods of a comparable quality at a price more favourable than that applicable to the Company, it will adjust the Goods price to the Company such that it will correspond to the most favourable price granted to any third party. Such adjustment will apply to deliveries to the Company during such period in which the most favorable price has been granted to a third party.
8.7 Should the parties agree on any changes to the Goods, including without limitation in design or specification, the pricing implications of such change shall be agreed, based on the previously agreed pricing structure, by both Parties and set forth inwriting. The Seller is not entitled to any costs due to Goods changes, which have not been communicated in writing to the Company prior to their execution.
8.8 The Company reserves the right to deduct from any monies due or becoming due to the Seller, any monies due from the Seller to the Company under the Contract or any other contract whether relating to the supply of goods or otherwise.
8.9 Unless otherwise agreed in writing between the parties, the Seller shall invoice the Company for the price of the Goods on or at any time after the delivery of the Goods to the Company. Payment shall normally be made against the Seller’s valid and approved invoices one hundred and twenty (120) days at the end of the month following the month of invoice.
8.10 Seller’s invoices should be delivered to the address of the Company noted in clause 1.1 above.
8.11 The Seller may charge interest on any undisputed overdue sum at the rate of 2% per annum above the Bank of England base rate, accruing daily from the due date until payment is made, provided that the Seller has first issued a written reminder to the Company requesting payment of the overdue amount, but no other interest for late payment is payable.
9 Warranty
9.1 The Seller warrants to the Company that throughout the Warranty Period the Goods:-
9.1.1 will be of merchantable quality and fit for their purpose;
9.1.2 will be free from defects in design, material and workmanship;
9.1.3 will correspond with any relevant quotation, specification, sample and other details included in the Order;
9.1.4 will comply with all relevant statutory requirements and regulations; and
9.1.5 will not be subject to an Epidemic Failure (as defined in clause 9.2).
9.2 For the purposes of these Conditions, “Epidemic Failure” shall mean Failures in respect of the Goods that are caused by, either (a) the same component part or defect and such Failures occur in respect of five percent (5%) or more of the Goods supplied by the Seller to the Company under any one Order or, (b) any component or defect and such Failures occur in respect of ten percent (10%) or more of the Goods supplied by the Seller to the Company under any one Order. “Failure” shall mean any Good(s) supplied that do not comply with the warranties given by the Seller in respect of the Goods (including under this clause 9) or that otherwise do not comply with terms of the Contract.
9.3 In addition to and without limiting the Company’s rights under this Contract, if the Seller provides any Goods covered by a third-party manufacturer’s warranty or indemnity, or both, the Seller shall:
9.3.1 provide the Company with a copy of each such warranty or indemnity; and
9.3.2 ensure that the benefit of such warranties and indemnities is extended to the Company for the duration that such warranty or indemnity remains valid for the Seller.
10 Indemnity & Insurance
10.1 The Seller shall indemnify, keep indemnified and hold harmless the Company in full and on demand against all liability, loss, damages, costs and expenses (including but not limited to any direct, in director consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal expenses (calculated on a full indemnity basis) and all other professional costs and expenses) awarded against, suffered or incurred or paid by the Company, or for which the Company may be held liable to third parties, as a result of or in connection with:
(a) breach of any warranty given by the Seller in relation to the Goods whether under the Contract or otherwise;
(b) an Epidemic Failure and/or any product recall that is required to be initiated by the Company due to a breach of any warranty given by the Seller in relation to the Goods;
(c) claims in respect of breach of any statutory duty;
(d) any act or omission of any of the Seller’s personnel in connection with the supply, delivery or installation of the Goods;
(e) any claim that the Goods infringe, or that their use or resale infringes any patent, trade or service mark (whether or not registered), trade name, registered design, copyright, unregistered design right, or other intellectual property right belonging to any third party;
(f) any claim made against the Company by a third party, including for death, personal injury or loss, destruction and/or damage to property howsoever caused, arising out of or in connection with, defective Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Seller.
10.2 During the term of the Contract and for a period of six (6) years thereafter, the Seller shall maintain in force with a reputable insurance company professional indemnity insurance, product liability insurance and public liability insurance sufficient to cover the liabilities that may arise under or in connection with the Contract. The Seller shall, upon request by the Company, provide copies of the relevant insurance certificates and evidence of payment of the current premiums in respect of such insurance.
11 Cyber Security and Software Integrity
11.1 The Seller shall ensure that the Goods, including any embedded software, firmware or digital components supplied under the Contract, are developed, manufactured and supplied in accordance with recognised cyber security and secure development practices appropriate for electronic and digital infrastructure components.
11.2 The Seller shall implement and maintain appropriate technical and organisational measures designed to protect the integrity and security of the Goods and any associated software or firmware against unauthorised access, malicious code, vulnerabilities or other cyber security risks.
11.3 The Seller shall ensure that any software or firmware incorporated into the Goods:
(a) has been developed using secure development practices;
(b) does not knowingly contain any malicious code, malware, backdoor, time bomb or similar harmful mechanism; and
(c) is maintained and updated where reasonably necessary to address identified security vulnerabilities.
11.4 The Seller shall promptly notify the Company if it becomes aware of any material cybersecurity vulnerability, cyber incident or software defect affecting the Goods which may impact the security, integrity or safe operation of the Goods.
11.5 Upon reasonable request by the Company, the Seller shall provide reasonable evidence of the cyber security controls and secure development practices applied in relation to the Goods.
12 Intellectual Property
12.1 All intellectual property rights in any materials, drawings, specifications or other information provided by the Company to the Seller shall remain the property of the Company or its licensors. The Seller shall use any materials provided by the Company solely for the purposes of performing the Contract.
12.2 All intellectual property rights in or relating to the Goods shall remain the property of the Seller, except where Goods are developed specifically for the Company, in which case the ownership of such intellectual property rights shall be as agreed in writing between the parties.
13 Confidentiality
13.1 Each Order and the subject matter thereof shall be treated as confidential between the parties and shall not be disclosed or publicised to any third party for any reason without the Company’s prior written consent.
13.2 The Seller will not use the Company’s name or other identity for advertising or publicity purposes without the prior written consent of the Company.
13.3 The Seller will not copy, publicise or make available to any third party any drawings, patterns, tooling of any kind, written instructions, specifications, software and other technical papers supplied by the Company or produced by the Seller at the Company’s cost for the purposes of an Order or Contract and the same shall remain the Company’s property, and must be returned to the Company on demand free of charge.
14 Data Protection
14.1 To the extent that either party Processes Personal Data for the purposes of or in connection with the Contract:
(a) Each party shall comply with its respective obligations under applicable Data Protection Legislation and shall not, as far as is reasonable, do anything or permit anything to be done which would place the other party in breach of applicable Data Protection Legislation.
(b) Each party shall ensure that Personal Data is Processed only for the purposes of performing its obligations under or in connection with the Contract.
(c) Each party shall at all times implement and maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, damage or disclosure.
(d) Each party shall retain Personal Data only for as long as is necessary for the purposes of performing the Contract or to comply with applicable legal or regulatory obligations.
(e) In the event that either party becomes aware of a Personal Data Breach relating to Personal Data Processed in connection with the Contract, that party shall notify the other party without undue delay and the parties shall provide reasonable cooperation and assistance in relation to the investigation and mitigation of such Personal Data Breach.
14.2 For the purposes of this clause 14, the following words have the following meanings:
(a) “Data Protection Legislation” means all applicable laws and regulations relating to the Processing of Personal Data and privacy, including the EU’s General Data Protection Regulation (2016/679/EC) and UK Data Protection Act 2018, and all laws and regulations implementing or made under them and any amendment or re-enactment of them. For the avoidance of doubt, any reference to compliance with Data Protection Legislation by a party shall mean compliance with such Data Protection Legislation as, and insofar as, they apply to such party.
(b) “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
(c) “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 by either party.
(d) “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
15 Compliance
15.1 The Seller shall comply with all applicable laws, statutes, regulations and codes of practice in force from time to time in connection with the manufacture, supply and delivery of the Goods and the performance of its obligations under the Contract.
15.2 The Seller shall comply with all applicable anti-bribery and anti-corruption laws and shall not engage in any activity, practice or conduct which would constitute an offence under such laws. The Seller shall maintain adequate procedures designed to prevent bribery and corruption and shall operate reasonable procedures designed to prevent fraud in connection with its operations and the performance of the Contract.
15.3 The Seller shall comply with all applicable competition and antitrust laws and shall not engage in any anti-competitive conduct in connection with the Contract.
15.4 The Seller shall comply with all applicable laws relating to the prevention of modern slavery, forced labour and human trafficking, including the UK Modern Slavery Act 2015. The Seller shall not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the Modern Slavery Act2015 if such activity, practice or conduct were carried out in the United Kingdom. The Seller shall take reasonable steps to ensure that slavery, servitude, forced or compulsory labour and human trafficking do not occur in its operations or supply chains.
15.5 The Seller shall comply with all applicable environmental laws and regulations and shall conduct its operations in a responsible manner designed to minimise adverse environmental impacts.
15.6 The Seller shall take reasonable steps to ensure that its employees, agents, subcontractors and suppliers comply with the requirements of this clause.
15.7 Any breach of this clause shall constitute a material breach of the Contract.
16 Supplier Code of Conduct
16.1 The Seller shall adhere to the standards set out in the Bauer Media Outdoor Supplier Code of Conduct (as amended from time to time) published on the Bauer Media Outdoor website (the “Supplier Code of Conduct”), which is incorporated into this Contract by reference.
16.2 The Seller may instead comply with its own code of conduct and/or company policies, provided that such code or policies are disclosed to the Company in advance and apply standards that are no less stringent than those set out in the Supplier Code of Conduct.
17 Assignment
17.1 The Seller shall not be entitled to assign, novate, subcontract or otherwise transfer the Contract or any part of it without the prior written consent of the Company. The Seller shall remain fully responsible for the acts and omissions of any approved subcontractor as if they were its own.
18 Force Majeure
18.1 Neither the Seller nor the Company shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing or failure to perform any of their respective obligations in relation to the provision of the Goods if the delay or failure was beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control, accident, civil commotion, riot, war, fire, lockouts, strikes, industrial disputes (whether involving employees of the Company, the Seller ora third party), acts of God, explosions, floods, or restrictions, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority (an Event of Force Majeure).
18.2 If an Event of Force Majeure results in the Seller being unable to comply with these Conditions or with the terms of the Order, the Company may cancel the Order without penalty and all amounts paid under the Order will be repaid to the Company.
19 Termination
19.1 The Company may (by notice in writing to the Seller),without prejudice to any of its other rights, stop any Goods in transit and/or suspend further deliveries of Goods and immediately terminate any Order or Contract if:
19.1.1 the Seller has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation(whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller; or
19.1.2 the Seller suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against him/it, or fails to observe/perform any of its obligations under the contract or any other contract between the Company and the Seller, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Seller ceases to trade; or
19.1.3 the Seller encumbers or in any way charges any of the Goods; or
19.1.4 the Seller takes or suffers analogous action or proceedings or becomes insolvent under foreign law; or
19.1.5 the Seller commits any material breach of Contract between the Company and the Seller; or
19.1.6 the Seller fails to pay any sum due on the due date or in any other manner.
19.2 Conditions 4.5, 4.6, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16,23 and 24 shall survive termination of the Contract as shall any provisions which are expressed, or by implication are intended, to survive termination of this Contract.
20 Equipment on loan & Insurance
20.1 The Seller will insure to their full value any goods, tools, material and any other property provided by or through the Company to the Seller for the Seller’s use while they are in the Seller’s possession or in the possession of any carrier employed by the Seller.
20.2 The Seller shall be responsible for the safe keeping of any equipment issued or tooling procured by the Company to the Seller’s personnel on free loan and also for its maintenance in good working order.
20.3 The Seller shall make good any loss of or damage to such free loan equipment or tooling at his own expense and shall ensure its return at the end of the period of free loan in good condition, fair wear and tear excepted.
21 Non Circumvention
21.1 The Seller shall under no circumstances (without the prior written agreement of a Director of the Company) agree to deal with or enter into discussions with any of the customers of the Company to which the Goods are supplied on to (whether in whole or following any adaptation of the Goods). Any breach of this clause will give rise to a claim for damages.
22 Audit
22.1 The Company or its authorised representatives may, on reasonable notice and during normal business hours, verify the Seller’s compliance with the provisions of this Contract and the Supplier Code of Conduct. The Seller shall provide reasonable cooperation and access to relevant facilities, personnel and documentation for this purpose.
23 General
23.1 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.
23.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
23.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
23.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Seller will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
23.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
24 Third Party Rights
24.1 A person who is not a party to the Contract has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.