1.1 In these terms and conditions the following words shall have the following meanings:
“Agreement” means the contract formed between the Company and the Supplier in accordance with these Conditions;
“Background IPR” means any Intellectual Property Rights belonging to either party before the commencement of the Agreement or not created in the course of or in connection with the Agreement;
“Company” means either: (i) Emtelle UK Limited, a company registered in Scotland (company number SC079486); or (ii) any named subsidiary or affiliate of Emtelle UK Limited which is named in the Order;
“Company Materials” means all materials, equipment and tools, drawings, specifications and data supplied by the Company to the Supplier;
“Conditions” means: (i) the Company’s standard terms and conditions of purchase as set out in this document; and (ii) includes any special conditions agreed in writing between the Company and the Supplier (whether documented in the Order or otherwise);
“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);
“Force Majeure Event” means any event beyond the reasonable control of a party to this Agreement which is unavoidable including, but not limited to: acts of God, war, fire, industrial disputes, flood, tempest, national emergencies, epidemics and pandemics;
“Foreground IPR” has the meaning given in condition 10.6;
“Goods” means any goods (including any part of them) described in the Order;
“Intellectual Property Rights” means any intellectual property rights including patents, rights to inventions, trade marks, service marks, copyright and related rights, design rights, rights to use, and protect the confidentiality of, confidential information, moral rights and all other intellectual property rights together including all application for and renewals or extensions of (and rights to apply for, renew or extend) such rights, with any or all goodwill relating or attached thereto;
“Order” means any purchase order made in writing by the Company for the Goods and/or Services;
“Services” means any services to be provided by the Supplier under the Agreement, as set out in the Specification and/or the Order;
“Specification” means any written specification, standards, requirements, data, plans, drawings, models or other information relating to the Goods and/or Services which is agreed between the parties;
“Supplier” means the person, firm or company from whom the Company purchases the Goods and/or Services; and
“writing” or “written” shall include facsimile transmissions and electronic communications (including emails and comparable means of written communication).
2.1 The Order shall be deemed to be an offer by the Company to purchase the Goods and/or Services (as applicable) from the Supplier in accordance with these Conditions.
2.2 These Conditions apply to the Agreement to the exclusion of any other terms and/or conditions (including any terms or conditions written on or attached to any quotation, acknowledgment on acceptance of order, specification, sales invoice, delivery note, form, document or correspondence) sought to be imposed by the Supplier, or which are implied by trade, custom, course of dealing or practice.
2.3 The Supplier shall be deemed to have accepted the Order on the earlier of:
2.3.1 subject to the Section 2.4, the Supplier expressly accepting the Order in writing; or
2.3.2 doing any act which is consistent with fulfilling the Order,
at which point the Agreement shall come into existence.
2.4 The Supplier shall confirm its acceptance or rejection of the Order no later than:
2.4.1 14 days from the date of the Order if the Supplier is located in the UK; or
2.4.2 21 days from the date of the Order if the Supplier is located elsewhere. If the Supplier fails to meet the response times set out above, the Company shall not be liable to pay for any Goods / Services supplied unless the Supplier has sought written confirmation from the Company that the Company wishes to proceed with the Order.
2.5 Any variation in the Order or these terms and conditions shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Company. Any variation in price, quantity, delivery or other terms or conditions agreed orally shall be confirmed in writing by both the Company and the Supplier within 7 days from the date of such oral agreement, otherwise it shall not be binding on either party.
3.1 The Supplier warrants and undertakes that:
3.1.1 the Goods shall correspond with their description and the Specification;
3.1.2 the Goods shall 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 Company, expressly or by implication (and in this respect the Company relies on the Supplier’s skill and judgment);
3.1.3 it shall have authority to grant the Company any Intellectual Property Rights which are granted under this Agreement and the Supplier has, and shall continue to have throughout the term of this Agreement, all third party rights, title, accreditations, permits and consents necessary to perform its obligation under this Agreement;
3.1.4 the provision of the Goods by or on behalf of the Supplier to the Company, and the Company’s subsequent use of the Goods, shall not infringe the Intellectual Property Rights of a third party; and
3.1.5 comply with all applicable standards, regulations and/or other legal requirements concerning the manufacture, packaging, packing, labelling, storage, handling and delivery of the Goods.
3.2 The Company shall have the right to inspect and test the Goods at any time and the Supplier shall not unreasonably refuse any request by the Company (or its appointed representative) to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to delivery and the Supplier shall provide the Company with all facilities and cooperation reasonably required for such inspection and testing.
3.3 If as the result of such inspection or testing the Company is not satisfied that the Goods will comply in all respects with the Agreement and/or Specification, the Company shall inform the Supplier and the Supplier shall immediately take all necessary remedial steps to ensure that the Goods comply with the Agreement and Specification. The Company may conduct further inspections and tests after the Supplier has carried out its remedial actions.
3.4 The Supplier shall remain fully responsible for the Goods and any such inspection or testing by the Company (or its appointed representative) shall not diminish or otherwise affect the Supplier’s obligations under the Agreement.
3.5 The Supplier shall from the date set out in the Order and for the duration of the Agreement supply the Services to the Company in accordance with the terms of the Agreement.
3.6 The Supplier shall meet any performance dates for the Services specified in the Order or that the Company notifies to the Supplier and time is of the essence in relation to any of those performance dates.
3.7 In providing the Services, the Supplier shall:
3.7.1 co-operate with the Company in all matters relating to the Services, and comply with all instructions of the Company;
3.7.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
3.7.3 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 Agreement;
3.7.4 ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification and/or Order, and that the Deliverables shall be fit for any purpose that the Company expressly or impliedly makes known to the Supplier;
3.7.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
3.7.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Company, will be free from defects in workmanship, installation and design;
3.7.7 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
3.7.8 observe all health and safety rules and regulations and any other security requirements that apply at any of the Company’s premises whenever the Supplier is required to attend the Company’s sites;
3.7.9 not do or omit to do anything which may cause the Company 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 Company may rely or act on the Services; and
3.7.10 comply with any additional obligations as set out in the Specification and/or Order.
4.1 The Supplier shall deliver the Goods:
4.1.1 to the location specified in the Order or, if no such location is specified or otherwise agreed between the parties in writing, the Supplier shall be required to contact the Company to confirm the delivery location in writing prior to delivery. ;
4.1.2 on the date specified in the Order, or if no such date is specified or otherwise agreed between the parties in writing, within 28 days of the date of the Order; and
4.1.3 during the Company’s normal hours of business, unless otherwise instructed by the Company.
4.2 The Supplier shall unload the Goods at its own risk and as directed by the Company. Delivery of the Goods shall be completed upon completion of the unloading of the Goods at the delivery location.
4.3 The date of delivery of the Goods shall be of the essence of the Agreement.
4.4 The Supplier shall ensure that:
4.4.1 subject to Section 3.1.5, the Goods shall be packaged and marked in accordance with the Company’s reasonable instructions and any applicable regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition in the ordinary course; and
4.4.2 each delivery is accompanied by a delivery note which is prominently displayed and which shows Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance of the Order remaining to be delivered.
5.1 If the Goods are not delivered, or the Services are not performed, on the due date for delivery / performance then, without prejudice to any other rights which it may have, the Company reserves the right to:
5.1.1 cancel the Agreement in whole or in part without being liable to: (i) compensate the Supplier for any losses arising as a result of such cancellation; or (ii) to make any payment to the Supplier other than in respect of Goods actually delivered to the Company / Services actually performed prior to the date of such cancellation;
5.1.2 refuse to accept any subsequent delivery of the Goods, or performance of the Services, which the Supplier attempts to make;
5.1.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining goods and/or services in substitution from another supplier; and
5.1.4 claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier’s failure to deliver the Goods / perform the Services on the due date.
5.2 The Company shall not be deemed to have accepted the Goods until the Company has had 14 days to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.
5.3 The Supplier shall supply the Company on delivery of the Goods with all operating and safety instructions, warning notices and other information as may be necessary for their proper use, maintenance and repair.
5.4 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free of charge but will be returned, if required, at the Supplier’s risk and expense.
5.5 The Supplier shall not deliver the Goods in instalments without the Company’s prior written consent. Where it is agreed that the Goods are to be delivered in instalments, a failure by the Supplier to deliver any one instalment on time (or at all) or any defect in an instalment shall entitle the Company to exercise the remedies set in Sections 5 and 6 (as applicable).
5.6 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be held by the Company at the Supplier’s risk and shall be returnable to the Company at the Supplier’s risk and expense.
6.1 If the Supplier has delivered Goods that do not comply with the undertakings set out in Section 3.1, then, without limiting its other rights or remedies, the Company shall have one or more of the following rights, whether or not it has accepted the Goods:
6.1.1 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
6.1.2 to terminate the Agreement with immediate effect by giving written notice to the Supplier;
6.1.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
6.1.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
6.1.5 to recover from the Supplier any expenditure incurred by the Company in obtaining substitute goods from a third party; and
6.1.6 to claim damages for any additional costs, loss or expenses incurred by the Company arising from the Supplier’s failure to supply the Goods in accordance with Section 3.1.
6.2 If the Supplier has supplied Services that do not comply with the requirements of condition 3.7.4 above then, without limiting or affecting other rights or remedies available to it, the Company shall have one or more of the following rights and remedies:
6.2.1 to terminate the Agreement with immediate effect by giving written notice to the Supplier;
6.2.2 to return the Deliverables to the Supplier at the Supplier’s own risk and expense;
6.2.3 to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);
6.2.4 to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
6.2.5 to recover from the Supplier any expenditure incurred by the Company in obtaining substitute services or deliverables from a third party; and
6.2.6 to claim damages for any additional costs, loss or expenses incurred by the Company arising from the Supplier’s failure to comply with condition 3.7.4.
6.3 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
6.4 The Company’s rights and remedies under this Agreement are in addition to, and not exclusive of, its rights and remedies implied by statute and common law.
7.1 Title in the Goods shall pass to the Company upon the earlier of: (i) delivery; or (ii) payment. Risk in the Goods shall pass to the Company when delivery is completed in accordance with Section 4.
7.2 The Supplier warrants that it has, or shall have, full clear and unencumbered title to the Goods, and that at the date of delivery of the Goods to the Company it will have full and unrestricted rights to sell and transfer the Goods to the Company.
8.1 Any Specification, drawings or equipment supplied by the Company to the Supplier, or produced by the Supplier specifically for the Company in connection with the Agreement shall be the deemed to be Company Materials for the purposes of this Agreement. The Supplier shall not disclose to any third party any such Specification or Company Materials except as required for the purpose of the Agreement and shall return such Specification and Company Materials, drawings or equipment to the Company upon satisfactory completion of the Agreement.
8.2 The Company may at any time make changes in writing to the Order including changes in the drawings or Specifications, method of shipment, quantities, packing or time or place of delivery. If such changes result in an increased cost to the Supplier the parties shall, acting reasonably and in good faith, seek to agree an equitable adjustment to the price or delivery schedule or both. Any change to the Order by the Supplier must be approved by the Company in writing before the Supplier proceeds with such changes.
9.1 The Supplier and its employees, agents and subcontractors shall at all times whilst on the Company’s premises;
9.1.1 comply with any rules, policies or regulations issued by the Company and obey any reasonable instructions of the Company; and
9.1.2 at all times comply with the provisions of all applicable health and safety laws and regulations.
Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. Deliveries may be partially or totally suspended by either party during any period in which it is prevented from manufacturing, delivering or taking delivery of the Goods through any Force Majeure Event and if such party notifies the existence of such Force Majeure Event to the other party in writing. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate the Agreement by giving 30 days’ written notice to the affected party.
10.1 The Supplier acknowledges that all Company Materials and all rights in the Company Materials are and shall remain the exclusive property of the Company. The Supplier shall keep the Company Materials in safe custody at its own risk, maintain them in good condition until returned to the Company and not dispose or use the same other than in accordance with the Company’s written instructions or authorisation.10.2 The Supplier shall, promptly at the Company’s request, do (or procure to be done) all such further acts and things (including the execution of all such other documents) as the Company may from time to time reasonably require for the purpose of securing for the Company the full benefit of the Agreement (including all right, title and interest in and to the Intellectual Property Rights assigned to the Company). 10.3 For the avoidance of doubt, nothing in these Conditions, the Order, the Specification and/or the Agreement shall be construed as conveying or transferring ownership or title of any Intellectual Property Rights from the Company to the Supplier.
10.4 The Supplier shall inform the Company without undue delay in writing if it becomes aware of any actual or alleged infringement by the Goods of the Intellectual Property Rights of a third party.
10.5 No representation warranty or indemnity is given by the Company that the Company Materials do not infringe any Intellectual Property Rights of a third party.
10.6 The Company shall own all Intellectual Property Rights in the Deliverables provided to it under the Agreement (excluding any of the Supplier’s Background IPR, which the Supplier shall continue to own) (“Foreground IPR”). The Supplier hereby irrevocably, unconditionally and absolutely assigns to the Company, with full title guarantee, and without restriction, all right, title and interest in and to all existing and future Foreground IPR (including future copyright and design right) subsisting in or relating to all Deliverables whether created, developed or produced before, on or after the Order date, in all countries and with the right to sue for damages and other relief for past infringement of any of those Intellectual Property Rights. For the avoidance of doubt, the assignment under this condition 10.6 shall take effect from the date on which the relevant Deliverable was or is created, developed or produced.
10.7 The Supplier grants to the Company or shall procure the direct grant to the Company of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use the Supplier’s Background IPR which are incorporated in the Deliverables, for the sole purpose of using and exploiting the Deliverables.
11.1 The Supplier shall indemnify and keep the Company indemnified in full from and against all liability, loss, damages, costs and expenses (including legal expenses) whether direct or indirect (calculated on a full indemnity basis) which are awarded against or incurred or paid by the Company as a result of or in connection with:
11.1.1 any claim made against the Company by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods (except to the extent that such defect was caused by the gross negligence or wilful misconduct of the Company);
11.1.2 any breach of any warranty given by the Supplier in relation to the Goods or Services;
11.1.3 any claim made against the Company for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the receipt, use or supply of the Services, or the Goods, or their manufacture, supply, use, resale or importation (except to the extent that the claim arises from any specifications, drawings, samples or descriptions provided by the Company); and
11.1.4 any negligence, act or omission of the Supplier, its employees, agents or sub-contractors in: (i) supplying, delivering and installing the Goods; or (ii) in connection with the performance of the Services.
11.2 This Section 11 shall survive termination of the Agreement.
During the term of the Agreement and for a period of six (6) years thereafter the Supplier shall maintain in force with a reputable insurance company: (i) professional indemnity insurance; (ii) employer’s liability insurance; (iii) product liability insurance; and (iv) public liability insurance to cover the liabilities that may arise under or in connection with the Agreement, and shall, on the Company’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
13.1 The price payable for the Goods shall be that stated in the Order and unless otherwise stated shall be:
13.1.1 inclusive of all charges including, but not limited to, packaging material, packing, shipping, loading, carriage insurance, delivery of the Goods to the delivery address and any duties, imports, levies or taxes other than value added tax (or equivalent sales tax); and
13.1.2 fixed for the duration of the Agreement.
The price payable for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services.
13.2 No variation in the price nor extra charges shall be made by the Supplier (whether on account of increased material, labour or transport costs, fluctuations in rates of exchange or otherwise) without the prior written consent of the Company.
13.3 Unless otherwise agreed by the Company in writing, the Supplier shall invoice the Company after delivery of the Goods / performance of the Services.
13.4 The Company shall pay the price of the Goods / Services in the currency stipulated in the Order not later than 45 days following: (i) the date of invoice; or (ii) satisfactory completion of the Order, whichever is the later, unless different payment terms have been agreed in writing by the Company.
13.5 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Supplier to the Company against any sums payable by the Company to the Supplier under the Agreement.
13.6 All invoices, advice notes, delivery notes, packing notes, bills of lading, certificates of insurance and other documents shall quote the Company’s Official Purchase Order Number and the Company’s Bulk Purchase Order Release Number when appropriate and be cross referenced to each other.
13.7 If the Company fails to make any payment by the due, then Supplier may charge interest on the overdue amount at the rate of 2% per annum above the Bank of England’s base rate (from time to time) . Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. This section shall not apply to payments that the defaulting party disputes in good faith.
14.1 The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Supplier by the Company or its agents and any other confidential information concerning the Company’s business, assets, affairs, customers, clients, suppliers or its products which the Supplier may obtain.
14.2 The Supplier shall restrict disclosure of such confidential material:
14.2.1 to those of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Supplier’s obligations to the Company. The Supplier shall ensure that such employees, agents or subcontractors are subject to like obligations of confidentiality as those which bind the Supplier; and
14.2.2 . as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 The Supplier shall not use any of the Company’s confidential material or information for any purpose other than the proper performance of the Supplier’s obligations under this Agreement.
14.4 This Section 14 shall survive termination of the Agreement.
Unless otherwise agreed between the parties in writing, the Supplier will in all cases where machinery or equipment is supplied maintain, for at least the normal life of the machinery or equipment, an adequate stock of spare and replacement parts and components and an adequate number of trained personnel so as to ensure that all necessary maintenance, adjustments or repairs to the machinery or equipment can be carried out with the minimum delay (subject to the parties agreeing a reasonable price if maintenance, adjustments and repair is not part of the Services provided under the Agreement).
16.1 The Supplier shall:
16.1.1 comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
16.1.2 comply with any ethics, anti-bribery and anticorruption policies which the Company may have in force from time to time and which are made available to the Supplier; and
16.1.3 promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Agreement.
16.2 In performing its obligations under the Agreement, the Supplier shall:
16.2.1 comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force, including without limitation, the Modern Slavery Act 2015 (“Anti-Slavery Laws”);
16.2.2 maintain a written policy and provide regular training to staff on anti-slavery and human trafficking;
16.2.3 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;
16.2.4 include in contracts with its subcontractors anti-slavery and human trafficking provisions that are at least as onerous as those set out in this condition 16.2;
16.2.5 notify the Company as soon as it becomes aware of any actual or suspected breach of this condition 16.2; and
16.2.6 maintain a complete set of records to trace the supply chain of all Goods and Services provided to the Company in connection with this Agreement; and permit the Company 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 condition 16.2.
16.3 The Supplier represents and warrants that it has not been convicted of any offence involving slavery and human trafficking or been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.
16.4 Breach of condition 16.2 shall be deemed a material breach of the Agreement under condition 17.2.1.
17.1 The Company shall be entitled to cancel any Order in whole or in part by giving notice to the Seller at any time prior to delivery of the Goods / performance of the Services, in which event the Company’s sole liability shall be to pay to the Supplier fair and reasonable compensation for work in progress at the time of cancellation but such compensation shall not include loss of anticipated profits or any consequential loss.
17.2 Without limiting its other rights or remedies, the Company shall have the right at any time by giving notice in writing to the Supplier to terminate the Agreement immediately if:
17.2.1 the Supplier commits a material breach of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of the Supplier being notified in writing to do so;
17.2.2 the Supplier repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
17.2.3 the Supplier breaches any of its warranties or representations under this Agreement or the Company discovers a material misrepresentation by the Supplier;
17.2.4 any distress, execution or other legal process is levied upon any of the assets of the Supplier;
17.2.5 the Supplier enters into any arrangement or composition with its creditors, commits any act of bankruptcy or (being a corporation) if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction), or if a petition is presented to court, or if a receiver and manager, receiver, administrative receiver or administrator is appointed in respect of the whole, or any part of, the Supplier’s undertaking or assets;
17.2.6 the Supplier ceases or threatens to cease to carry on all or a substantial part of its business;
17.2.7 the financial position of the Supplier deteriorates to such an extent that in the reasonable opinion of the Company the capability of the Supplier adequately to fulfil its obligations under the Agreement has been placed in jeopardy;
17.2.8 the Supplier does or omits to do anything which may damage or impair the business or reputation of the Company or prejudice the security of its premises, computers or software; or
17.2.9 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier.
17.3 The termination of the Agreement, however arising, will be without prejudice to the rights and duties of either party accrued prior to termination including (without limitation) the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination. Sections which expressly or by implication survive termination of the Agreement shall continue in full force and effect.
17.4 On termination of the Agreement, the Supplier shall immediately return all Company Materials. If the Supplier fails to do so, then the Company may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Agreement.
18.1 The Supplier may not assign, novate, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of the Company.
18.2 The Company may at any time assign, novate, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
19.1 Language. These Conditions are drafted in the English language. If these Conditions are translated into any other language, the English language version shall take precedence.
19.2 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this section shall not affect the validity and enforceability of the rest of the Agreement.
19.3 Waiver. Failure of the Company to enforce or partially enforce any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement.
19.4 Third parties. A person who is not a party to the Agreement shall not have any rights to enforce its terms.
19.5 Notices. Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
19.6 Governing law. The formation, construction, performance, validity and all aspects of the Agreement are governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts.
19.7 Entire agreement. The Agreement constitutes the entire agreement between the parties.
19.8 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).