Standard Purchasing Terms – ScaleFibre UK Ltd

Version 2.0 · Last updated 19 August 2026

These Standard Purchasing Terms apply to all purchases of goods and incidental services by ScaleFibre UK Ltd, a company registered in England and Wales under company number 16685020, whose registered office is at 2 Frederick Street, Kings Cross, London WC1X 0ND (the Company).

Please read these terms carefully. By accepting an Order, the Supplier agrees to be bound by them.

The Company buys goods, and the services incidental to their supply that are described in the definition of Services. The Company does not acquire installation, construction, site works or commissioning services of any kind, and no Order authorises the Supplier to carry out construction operations. See clause 4(k).

These Conditions are the Company’s written standard terms of business for the purposes of section 3 of the Unfair Contract Terms Act 1977. The Supplier’s attention is drawn in particular to clause 12 (change orders, cancellation and suspension), clause 13 (termination), clause 21 (limitation of liability) and clause 24(e) (reasonableness). Nothing in these Conditions excludes or restricts any liability that cannot lawfully be excluded or restricted: see clause 21(a) and clause 21(f).

The Company acquires the Goods in the course of a business and not as a consumer. The Consumer Rights Act 2015 does not apply to the Contract.

1. Definitions and Interpretation

1.1 Definitions

In these Conditions, the following definitions apply unless the context requires otherwise:

Acceptance means acceptance of Goods or Services by the Company in accordance with clause 8(c), and Accept and Accepted have corresponding meanings. Acceptance for the purposes of these Conditions is not the same thing as acceptance for the purposes of section 35 of the SGA, which is dealt with in clause 8(c).
Authorised Officer means a director or officer of the Company, or any other person expressly authorised in Writing by the Company to act on its behalf for the purposes of these Conditions.
Business Day means a day other than a Saturday, Sunday or public holiday in England on which banks in London are open for general business.
Change Order means a written direction issued by the Company under clause 12(a) varying an Order.
Companies Act means the Companies Act 2006.
Company means the ScaleFibre entity identified at the head of these Conditions, being the buyer of the Goods and Services.
Conditions means these Standard Purchasing Terms, together with any special conditions expressly agreed in Writing by an Authorised Officer.
Confidential Information has the meaning given in clause 15(a).
Contract means the contract between the Company and the Supplier for the purchase of Goods or Services, comprising these Conditions, the relevant Order and any other document expressly stated in the Order to form part of it.
CPA means the Consumer Protection Act 1987.
Customer means any customer of the Company or of any member of the Group to whom the Goods are or may be resupplied, and includes any end user of the Goods.
Customer Delivery means delivery of the Goods by the Company or any member of the Group to a Customer.
Data Protection Law has the meaning given in clause 18(a).
Defect means any failure of the Goods or Services to comply with the warranties in clause 9(a), and Defective has a corresponding meaning.
Delivery Point means the location for delivery stated in the Order.
Force Majeure Event has the meaning given in clause 14(a).
Goods means the articles the Company agrees to buy from the Supplier under an Order, including all materials, components, software, firmware, documentation, packaging, spares and deliverables supplied with them or forming part of them, and, where clause 9(k) applies, includes Services.
Group means the Company, its ultimate holding company, and every subsidiary of that ultimate holding company from time to time, and holding company and subsidiary have the meanings given in section 1159 of the Companies Act.
HGCRA means the Housing Grants, Construction and Regeneration Act 1996.
Insolvency Act means the Insolvency Act 1986.
Insolvency Event means, in relation to a Person, that the Person: (i) is unable to pay its debts as they fall due, is deemed or presumed unable to pay its debts within the meaning of section 123 of the Insolvency Act (or, in the case of an individual, section 268 of that Act), or admits in writing its inability to pay its debts; (ii) suspends, or threatens to suspend, payment of its debts, or commences negotiations with, or makes any composition, compromise, assignment or arrangement with, all or any class of its creditors otherwise than for the sole purpose of a solvent amalgamation or reconstruction, including a voluntary arrangement under Part I or Part VIII of the Insolvency Act, a compromise or arrangement under Part 26 of the Companies Act, or a restructuring plan under Part 26A of the Companies Act; (iii) becomes subject to any application, order, resolution, notice, filing or appointment for or in connection with its winding up, liquidation, bankruptcy, dissolution, administration, restructuring, reorganisation or protection from creditors, including the presentation of a winding-up or bankruptcy petition, the service of a statutory demand that is not satisfied, set aside or withdrawn within the period allowed, the filing of a notice of intention to appoint an administrator, an application for an administration order, or the coming into force of a moratorium under Part A1 of the Insolvency Act; (iv) has a receiver, administrative receiver, manager, administrator, monitor, liquidator, provisional liquidator, trustee in bankruptcy, custodian or analogous officer appointed over it or over the whole or any material part of its assets, or any Person becomes entitled to make such an appointment; (v) has any of its assets attached, levied on, sequestrated, distrained, or taken possession of by a creditor or encumbrancer, or becomes subject to any execution, diligence or enforcement of security, where the process is not discharged within fourteen (14) days; (vi) suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (vii) becomes subject to any event or proceeding in any jurisdiction having an effect equivalent or similar to any of the foregoing. Clause 13(h) applies to the exercise of a right arising by reason of an Insolvency Event affecting the Company.
Intellectual Property Rights means all industrial and intellectual property rights, whether registered or unregistered, comprising or relating to patents, utility models, supplementary protection certificates, trade marks, service marks, trade names, get-up and rights in passing off, copyright and neighbouring rights (including in software, firmware and documentation), moral rights, database rights, rights in designs (registered and unregistered, including UK unregistered design right and supplementary unregistered design), semiconductor topography rights, trade secrets, know-how, confidential information, domain names, works of authorship, models and inventions, together with all applications, registrations, renewals, extensions and rights of action related to any of them under the laws of any jurisdiction in the world.
IP Claim has the meaning given in clause 16(g).
Late Payment Act means the Late Payment of Commercial Debts (Interest) Act 1998.
Limitation Act means the Limitation Act 1980.
Order means a purchase order issued by the Company (whether on paper, by email or through an electronic procurement system) for the supply of Goods or Services, including any Change Order.
Party means a party to the Contract, being either the Company or the Supplier, and Parties means both of them.
Person includes an individual, a body corporate, a partnership, a limited liability partnership, an unincorporated association and any other legal or natural person, whether or not having separate legal personality.
Personal Data has the meaning given in clause 18(a).
Price means the price for the Goods or Services stated in the Order, which is inclusive of all charges for materials, manufacture, testing, certification, packaging, packing, marking, reels, drums, pallets, loading, carriage, freight, insurance, unloading and delivery to the Delivery Point, and of all customs duties, tariffs, import fees, brokerage charges, licences and levies, but exclusive of VAT properly chargeable under clause 3(e).
Recall means any recall, withdrawal, retrofit, field notice, safety notice, corrective action or advisory in respect of Goods, whether required by a regulator, initiated by the Company, or initiated by the Supplier, and includes any corrective action notified to a market surveillance authority under the product safety regimes referred to in clause 17(j).
Removal Costs means the reasonable and properly incurred costs of identifying, locating, retrieving, removing, de-installing, disconnecting, transporting and returning Defective Goods or Goods subject to a Recall, of supplying and installing replacement Goods, of re-terminating, re-splicing, re-testing and re-commissioning them, of making good any land, building, structure, pit, pole, duct or conduit disturbed in doing so, and of the Company’s reasonable internal labour and administration in doing any of those things.
Restricted Party means any Person that is the target of, designated under, or owned or controlled by a Person designated under, any Trade Controls, including any Person named on a restricted party, denied party, entity, blocked person, sanctioned person or debarment list maintained by any Sanctions Authority.
Sanctions Authority means any governmental or supranational authority administering Trade Controls, including the Office of Financial Sanctions Implementation within HM Treasury (which maintains the UK Sanctions List and the Consolidated List of Financial Sanctions Targets in the UK), the Foreign, Commonwealth and Development Office, the Export Control Joint Unit within the Department for Business and Trade (which administers the UK Strategic Export Control Lists), HM Revenue & Customs and the National Crime Agency, the United Nations Security Council (which maintains the UN Security Council Consolidated List), and, to the extent their measures apply to the Supplier, the Goods, the Services or any transaction under the Contract, the United States Department of the Treasury Office of Foreign Assets Control (Specially Designated Nationals and Blocked Persons List), the United States Department of Commerce Bureau of Industry and Security (Entity List, Denied Persons List and Unverified List), the United States Department of State, the Council of the European Union (EU Consolidated List) and the Australian Department of Foreign Affairs and Trade (DFAT Consolidated List).
Services means the services incidental to the supply of Goods that the Company agrees to buy from the Supplier under an Order, being limited to manufacturing, processing, fabrication, assembly, testing, inspection, calibration, certification, packing, packaging, labelling, marking, freight, transport, logistics and warehousing services, together with any repair, refurbishment or replacement work carried out under clause 9 or clause 10, and all deliverables produced in the course of performing them. The Company does not acquire, and Services do not include, installation, construction operations within the meaning of section 105(1) of the HGCRA, building work, civil works, splicing, termination, jointing, commissioning, maintenance or any other work performed at a site of the Company or of a Customer or at any other construction site, and the Supplier must not perform any such work under an Order. Work of the kinds included in this definition that the Supplier performs at its own premises, or at the premises of a sub-tier supplier, is a step in the supply of Goods and is not construction work.
SGA means the Sale of Goods Act 1979.
SGSA means the Supply of Goods and Services Act 1982.
Specification means, for any Goods or Services, the specification, datasheet, drawing, sample, standard, statement of work or other description identified in or referred to in the Order and, to the extent not inconsistent with it, the Supplier’s own published specification or datasheet for those Goods or Services current at the date of the Order.
Supplier means the Person to whom the Order is addressed, being the seller of the Goods and Services.
Supplier Personnel means the Supplier’s employees, officers, agents, contractors, subcontractors and their respective personnel engaged in performing the Contract.
Trade Controls has the meaning given in clause 17(b).
UCTA means the Unfair Contract Terms Act 1977.
UK GDPR has the meaning given in section 3(10) of the Data Protection Act 2018, as supplemented by section 205(4) of that Act.
VAT means value added tax chargeable under the Value Added Tax Act 1994, and any equivalent tax chargeable in the United Kingdom or elsewhere.
VATA means the Value Added Tax Act 1994.
Warranty Period has the meaning given in clause 9(b).
Written or Writing, and any similar expression, includes electronic mail and any other form of written electronic communication, and excludes any communication made solely through an electronic portal operated by the Supplier unless the Company has agreed in Writing to accept notices by that means.

1.2 Interpretation

(a) A reference to a Party includes its personal representatives, successors and permitted assigns.

(b) Headings are for convenience only and do not affect interpretation.

(c) “Including”, “includes” and “in particular” are not words of limitation, and any words following them are illustrative and do not limit the sense of the words preceding them.

(d) A reference to a statute, statutory provision, regulation, standard or code includes any subordinate legislation made under it, and any modification, consolidation, re-enactment or replacement of it, in each case as in force from time to time. A reference to legislation that forms part of retained EU law, or of assimilated law, is a reference to it as it forms part of the law of England and Wales.

(e) The singular includes the plural and the plural includes the singular.

(f) A reference to a clause is a reference to a clause of these Conditions.

(g) A reference to a period of days is a reference to calendar days unless Business Days are specified.

(h) A reference to an amount of money is a reference to an amount in pounds sterling (GBP) unless the Order states otherwise.

(i) Where the Supplier gives an indemnity, that indemnity is a continuing obligation independent of the Supplier’s other obligations, survives termination or expiry of the Contract, and it is not necessary for the Company to incur expense or make payment before enforcing it.

(j) Where a right is expressed to be exercisable at the Company’s option, discretion or election, the Company may exercise it in its absolute discretion, subject to any express standard stated in the clause conferring it.

(k) An obligation of the Supplier to do or not do a thing includes an obligation to procure that Supplier Personnel do or do not do that thing.

(l) No rule of construction operates to the disadvantage of a Party because that Party was responsible for preparing these Conditions.

2. Order Formation and Acceptance

(a) Application. These Conditions apply to all purchases of Goods and Services by the Company from the Supplier and govern the Contract to the exclusion of all other terms, including any terms the Supplier purports to apply under any quotation, acknowledgement, order confirmation, delivery note, invoice, packing slip, website, portal, click-wrap or other document or medium.

(b) Order is an offer. Each Order is an offer by the Company to purchase the Goods or Services specified in it on these Conditions, and on no other terms.

(c) Acceptance and lapse of an Order. An Order is accepted, and a Contract formed on these Conditions, on the earlier of: (i) the Supplier issuing Written acceptance of the Order; and (ii) the Supplier commencing performance of the Services, or despatching or delivering any of the Goods. The Supplier may accept or reject an Order in Writing, and is asked to state its reasons for any rejection. An Order lapses and is withdrawn if it is not accepted under clause 2(c)(i) or clause 2(c)(ii) within ten (10) Business Days of receipt, unless the Company confirms otherwise in Writing. Silence alone does not constitute acceptance of an Order and no Contract is formed by the Supplier’s silence. Commencement of performance, despatch or delivery is acceptance of the Order on these Conditions, and forms a Contract on these Conditions, even where the Supplier has issued or issues a quotation, acknowledgement, order confirmation, delivery note, invoice or other document referring to or purporting to apply its own terms; clauses 2(d) and 2(e) apply to any such document. Where the Supplier despatches Goods or commences performance after an Order has lapsed under this clause, no Contract arises unless the Company elects to treat the Order as reinstated, whether in Writing or by accepting delivery, in which case a Contract is formed on these Conditions.

(d) Conflicting terms. Any term proposed by the Supplier that is additional to, different from, or inconsistent with these Conditions is expressly rejected and does not form part of the Contract unless expressly accepted in Writing by an Authorised Officer. Neither the Company’s acceptance of Goods or Services, nor its payment of any invoice, nor its use of any portal or system operated by the Supplier, constitutes assent to any such term. Subject to clause 2(c), any purported acceptance of an Order on different or additional terms is a counter-offer, which the Company rejects. The Company accepts a counter-offer only by Written acceptance signed by an Authorised Officer, and no conduct of the Company, including taking delivery of the Goods, paying for them, or using or resupplying them, constitutes acceptance of a counter-offer on the Supplier’s terms. The Parties record that this clause is intended to displace, in respect of the Contract, the ordinary consequence that the last set of terms transmitted before performance governs, and that the Company’s conduct in receiving and dealing with the Goods is referable to the Contract formed under clause 2(c) and to no other contract.

(e) Supplier documents of no effect. Any automated acknowledgement of receipt does not constitute acceptance. Any delivery note, invoice, order acknowledgement, packing slip, portal terms or click-wrap agreement issued or presented by the Supplier that contains or refers to the Supplier’s terms is of no effect and is expressly rejected. Where the Supplier gives the Company access to a portal, the Company’s use of that portal does not bind the Company to any terms presented in it. The signature of a delivery note or other document by a person receiving the Goods on the Company’s behalf is an acknowledgement of receipt only, that person has no authority to agree any term on the Company’s behalf, and clause 2(g) applies.

(f) Variation. No variation of the Contract or these Conditions is binding unless agreed in Writing and signed by an Authorised Officer, and any Change Order is subject to clause 12.

(g) Authority and descriptive matter. No employee, agent or representative of the Company other than an Authorised Officer has authority to make any representation, warranty or statement, or to vary these Conditions, and the Supplier may not rely on any such representation, warranty or statement unless confirmed in Writing by an Authorised Officer. All descriptive matter, drawings, images, weights, dimensions, forecasts and other information provided by the Company are approximate and indicative only, and do not form part of the Contract unless expressly incorporated into the Order. Nothing in this clause excludes or restricts any liability of a Party for fraud or fraudulent misrepresentation, and any exclusion or restriction of liability for misrepresentation effected by this clause or by clause 24(h) has effect only so far as it satisfies the requirement of reasonableness under section 3 of the Misrepresentation Act 1967 and section 11(1) of UCTA.

(h) Errors. The Company may correct any manifest typographical, clerical or other error or omission in any Order, acceptance, invoice or other document it has issued, by giving Written notice of the correction to the Supplier promptly on becoming aware of the error. Where the Supplier has, before receiving that notice, reasonably and demonstrably incurred cost in reliance on the uncorrected document, the Company will reimburse that cost to the extent it is direct, documented and unavoidable. Where the correction is notified before the Order is accepted under clause 2(c), the Supplier may within five (5) Business Days of the notice reject the corrected Order in Writing where the correction materially changes the Specification, quantity, Price or delivery date, and the period in clause 2(c) is extended accordingly. Where the correction is notified after the Order has been accepted, and it materially changes the Specification, quantity, Price or delivery date, it takes effect only as a variation dealt with under clause 12(b) as if the Company had directed it as a Change Order, the Supplier is entitled to a fair and reasonable adjustment to the Price and the delivery date, and clause 12(c) does not apply to it. Where the Parties do not agree that adjustment within ten (10) Business Days, either Party may by Written notice cancel the affected part of the Order, and clause 12(e) applies. A correction notified after acceptance that does not materially change any of those matters takes effect on notice. Nothing in this clause limits any right either Party has to rectification of a document that does not record the agreement actually made.

(i) Cumulative rights and waiver. The Company’s rights and remedies under these Conditions are cumulative and without prejudice to any other right or remedy available to it at law or in equity. No waiver by the Company of any breach is a waiver of any subsequent breach, and any waiver must be in Writing and signed by an Authorised Officer.

(j) Severability. If any provision of these Conditions is held invalid or unenforceable in whole or in part, the validity of the remaining provisions and of the remainder of that provision is unaffected, and clause 24(f) applies.

(k) No commitment beyond the Order. Forecasts, schedules, planning data and indications of future requirements given by the Company are for the Supplier’s planning only, create no commitment to purchase, and do not entitle the Supplier to procure materials or commence work. The Company is bound only as to the quantities and deliverables stated in an Order. Nothing in the Contract grants the Supplier exclusivity or any minimum volume.

3. Price, Taxes and Duties

(a) Firm price. The Price is as stated in the Order and is firm and fixed for the duration of the Contract. The Supplier may not increase the Price to reflect any increase in the cost of labour, materials, energy, components, freight, currency movement, duty, tariff or any other cost of manufacture or supply without the express Written consent of an Authorised Officer.

(b) Inclusive price. The Price is inclusive of everything the Supplier requires to perform the Contract, including all items listed in the definition of Price. The Company is not liable for any handling charge, documentation fee, minimum order value, small order surcharge, fuel surcharge, currency surcharge or other charge of any kind unless it is specifically stated in the Order.

(c) Quotations. Any quotation, proposal, price list or catalogue issued by the Supplier does not constitute an offer capable of acceptance, and the Order is the only governing document as to price. The Company may update or amend its requirements at any time before the Order is accepted under clause 2(c).

(d) Competitive pricing. The Supplier warrants that the Price is no less favourable to the Company than the price the Supplier charges any other customer of comparable volume and specification. If the Supplier offers a lower price for comparable Goods or Services during the term of the Contract, the Supplier must notify the Company, and the lower price applies to every Order not yet accepted and to every subsequent Order and, on the Company’s Written election, to any undelivered part of an Order already accepted. Where the Company so elects in respect of an Order already accepted, the Supplier may within five (5) Business Days of the election, by Written notice, treat the undelivered part of that Order as cancelled, and clause 12(e) applies to it. Nothing in this clause requires the Supplier to disclose, or the Company to receive, information in a manner that would infringe Chapter I or Chapter II of Part 1 of the Competition Act 1998, and no information provided under this clause may identify any competitor of the Company or disclose the price charged to any identifiable customer.

(e) VAT. The Price and every other amount payable under the Contract are exclusive of VAT. Where the Supplier makes a taxable supply under the Contract, the Company will pay, in addition to the Price, an amount equal to the VAT properly chargeable on that supply, but is not required to pay that amount until the Supplier has given the Company a valid VAT invoice containing all the particulars required by regulation 14 of the Value Added Tax Regulations 1995 and sufficient to enable the Company to recover the VAT as input tax. Where a credit note or adjustment is required, the Supplier must issue a valid credit note and the difference is refunded or paid accordingly. Where a Party is required to reimburse or indemnify the other for a cost or expense, the amount reimbursed is reduced by any VAT the other Party or its VAT group representative member is entitled to recover as input tax. The Supplier must state its VAT registration number on every invoice for a taxable supply. Where the supply is one on which the Company is required to account for VAT under the reverse charge, including under section 8 of the VATA in respect of services received from outside the United Kingdom, the Supplier must not charge VAT and must provide the information the Company requires to apply the reverse charge; and where Goods are imported, the Company may account for import VAT under postponed VAT accounting and the Supplier must provide the commercial documentation, valuation data and tariff classification information the Company requires for that purpose. The domestic reverse charge for building and construction services does not apply to any supply under the Contract, because the Supplier carries out no construction operations, and the construction industry scheme under Chapter 3 of Part 3 of the Finance Act 2004 likewise does not apply; the Supplier must notify the Company in Writing immediately if it considers otherwise. Where the Company is required by law to deduct or withhold any amount from a payment, it may do so and the deduction discharges the Company to the extent of the amount withheld, and the Supplier must provide any certificate, treaty claim or clearance required to reduce or eliminate that withholding. The Supplier is responsible for all taxes on its own income, property, personnel and operations, and for all withholding obligations arising in its own jurisdiction.

(f) Duties, tariffs and levies. The Price is inclusive of all customs duties, tariffs, anti-dumping and countervailing duties, safeguard measures, import fees, brokerage charges and levies. The Supplier bears the risk of any increase in any such duty, tariff or levy taking effect after the date of the Order and may not pass any such increase to the Company. Where any such duty, tariff or levy is reduced, refunded, remitted or eliminated after the date of the Order, the Supplier must pass the benefit to the Company.

(g) Customs documentation. The Supplier must provide all documentation the Company requires to establish customs valuation under Part 1 of the Taxation (Cross-border Trade) Act 2018 and the Customs (Import Duty) (EU Exit) Regulations 2018, to claim any duty drawback, repayment, remission, relief, suspension, preferential rate or trade agreement benefit, and to support any valuation methodology or tariff classification the Company adopts, and must cooperate at its own cost with any customs audit, ruling request or inquiry relating to the Goods conducted by HM Revenue & Customs or any other customs authority. Where the Company holds or applies for an authorisation, including customs warehousing, inward processing or Authorised Economic Operator status, the Supplier must provide the records and assurances that authorisation requires.

(h) Currency. All Prices are stated and payable in pounds sterling (GBP) unless the Order states otherwise. The Supplier bears all currency conversion and exchange rate risk, and all bank charges other than those charged by the Company’s own bank.

(i) Substantiation. The Supplier must, on the Company’s Written request, substantiate any charge, cost claim, cancellation claim or Change Order price impact by reference to its records, and must give the Company and its advisers reasonable access to those records for that purpose.

4. Payment and Set-Off

(a) No advance payment. The Company does not pay in advance unless specifically agreed in Writing by an Authorised Officer. Where the Company agrees to pay in advance, the amount paid is held by the Supplier as a debt due to the Company, and is repayable on demand, until the relevant Goods are delivered and Accepted or the relevant Services are performed and Accepted. The Company may require a bank guarantee, standby letter of credit or parent company guarantee as a condition of any advance payment.

(b) Invoices. The Supplier must issue a separate invoice for each Order, after delivery, quoting the Order number, line item references, part numbers, quantities, batch or serial identifiers, delivery reference, its VAT registration number and any other information the Company reasonably requires, and every invoice for a taxable supply must be a valid VAT invoice. An invoice that does not comply with this clause, or that relates to Goods or Services not delivered in accordance with the Contract, is not correctly rendered and the payment period does not begin to run until a compliant invoice is received. The Company will notify the Supplier in Writing within ten (10) Business Days of receipt of an invoice that the Company treats as not correctly rendered by reason of a failure to state a particular required by this clause, stating the respects in which it does not comply; where the Company does not give that notice within that period, the invoice is treated as correctly rendered on the day it was received so far as that failure is concerned. That deeming does not apply to an invoice that relates to Goods not delivered, or Services not performed, in accordance with the Contract, and does not prejudice any other right of the Company, including its rights under clauses 4(e), 4(f) and 4(i).

(c) Payment terms. The Company will pay correctly rendered invoices in full and in cleared funds within sixty (60) days from the later of the day on which the Company receives a correctly rendered invoice for the Goods or Services and the day on which the Goods are delivered or the Services performed. Payment is not conditional on Acceptance. An invoice for Goods delivered, or Services performed, in accordance with the Contract becomes payable under this clause on the later of that delivery or performance and the Company’s receipt of a correctly rendered invoice for it, whether or not the Goods or Services have been Accepted and whether or not the period in clause 8(b) has expired. Where the Order states a payment period shorter than the period that would otherwise apply under this clause, the shorter period prevails. That period is set because sections 4 and 14 of the Late Payment Act deprive of effect a term postponing payment beyond sixty (60) days from the relevant day where the postponement is grossly unfair to the supplier, and the Company does not rely on, and does not ask the Supplier to agree to, any longer period. The Company will in any event pay a correctly rendered invoice within thirty (30) days of receipt where the Order so states, where the Supplier notifies the Company in Writing before accepting the Order that it is a small or medium-sized enterprise and requires that period, or where a shorter period is required by any payment term the Company is obliged to pass down under a contract to which the Procurement Act 2023 applies. Payment of an invoice under this clause is not Acceptance and is not acceptance of the quality of the Goods or Services, as clause 8(c) provides, and does not affect any right of the Company under clause 4(e), clause 4(f), clause 4(i), clause 8, clause 9 or clause 10, including its rights to reject, to require a remedy, and to recover the Price. Where the Company has paid for Goods or Services that are afterwards rejected under clause 8, or in respect of which the Price is refundable under clause 8(e)(iii) or clause 9(d), the amount paid is a debt due from the Supplier to the Company and repayable on demand, and clause 4(e) applies to it.

(d) Method. The Company pays by electronic funds transfer to the bank account notified by the Supplier in Writing, or as otherwise agreed in Writing. The Company may require independent verification of any change to the Supplier’s bank details before making payment, and any delay attributable to that verification is not a breach of the Contract and does not cause any amount to become overdue for the purposes of clause 4(g).

(e) Set-off. The Company may set off or deduct from any amount due to the Supplier any sum owed by the Supplier to the Company or to any member of the Group under the Contract or any other agreement between the Supplier and the Company or that member, whether liquidated or unliquidated and whether arising by way of damages, counterclaim, debt, indemnity or otherwise. Before exercising that right the Company must give the Supplier Written notice identifying the amount to be set off, the invoice or payment against which it is to be applied, and the basis of the claim, together with, in the case of an unliquidated amount, a reasonable estimate of it and the calculation supporting that estimate. The Company may set off an unliquidated amount only where it has a bona fide claim assessed in good faith on reasonable grounds, and must promptly repay any amount set off that is subsequently determined or agreed not to have been owing, together with interest on that amount from the date it was set off until repayment at the rate stated in clause 4(g). The Supplier may not set off, deduct, withhold or apply any amount against any sum owing to the Company. The Parties agree that the restriction on the Supplier’s right of set-off in the preceding sentence is reasonable for the purposes of section 3 and section 13(1) of UCTA, having regard to the Supplier’s right to bring a separate claim for any amount it says is owing, to the Company’s obligation to give notice and to act in good faith on reasonable grounds before setting off, to the Company’s obligation to repay with interest any amount wrongly set off, and to clause 24(e).

(f) Disputed amounts. Time for payment is not of the essence. The Company may withhold payment of any disputed amount, and of any amount subject to a potential set-off, counterclaim or indemnity claim, until the dispute is resolved, provided that it gives the Supplier Written notice of the amount withheld and the grounds for withholding it, and pays the undisputed balance of the invoice by the due date. The Company may withhold an amount under this clause only where it disputes that amount, or holds the claim to which the amount relates, bona fide and on reasonable grounds. Where an amount withheld under this clause, or withheld under clause 13(c), is subsequently determined or agreed to have been payable, the Company must pay it promptly together with interest on it at the rate stated in clause 4(g) from the date it would otherwise have fallen due until payment.

(g) Interest and late payment compensation. Where each Party is acting in the course of a business, the Contract is a contract to which the Late Payment Act applies, and the Company does not seek to contract out of it. Where the Company fails to pay by the due date an amount that is properly due, simple interest accrues on the unpaid amount from the due date until payment at eight percent (8%) per annum above the official Bank Rate set by the Bank of England and in force from time to time, calculated daily, whether before or after judgment. In addition, the Supplier is entitled to the fixed sum provided by section 5A(2) of the Late Payment Act and, where its reasonable costs of recovering the debt exceed that fixed sum, to the balance of those costs under section 5A(2A) of that Act. The rate and the entitlements provided by this clause are those provided by the Late Payment Act itself, and the Parties agree that they constitute a substantial remedy for late payment for the purposes of sections 8 and 9 of that Act. If any part of this clause is held not to provide a substantial remedy, that part is severed to that extent and the statutory interest and compensation provided by the Late Payment Act apply in its place. Interest does not accrue on an amount properly withheld under clause 4(f), set off under clause 4(e), or withheld under clause 13(c), while it is properly so withheld or set off, but clause 4(f) applies where such an amount is afterwards determined or agreed to have been payable. Interest under this clause continues to accrue on any amount that is properly due and is withheld under clause 17(l) otherwise than on a ground within clause 4(f), because a withholding on any other ground is made for a reason unconnected with the debt itself. Except as this clause provides, the Supplier is not entitled to charge or claim any penalty interest, late payment fee, debt recovery charge or interest at any higher rate, and any such charge stated in a document of the Supplier is of no effect.

(h) No suspension for disputed payment. The Supplier may not suspend, delay, reduce or terminate the supply of Goods or Services, exercise any lien, right of stoppage in transit or other right of an unpaid seller, or withhold any documentation, tooling, data or Intellectual Property Rights, on account of any amount that the Company has withheld under clause 4(f) or set off under clause 4(e). This clause does not limit clause 13(i), and clause 4(k)(ii) applies where the Scheme referred to in that clause applies.

(i) Company’s payment-related rights. Without limiting any other right, the Company may: (i) withhold payment of any disputed part of an invoice, and of any invoice for Goods or Services not delivered or performed in accordance with the Contract; (ii) set off any liability of the Supplier to the Company, including delay charges, Removal Costs and the cost of replacement goods, against any invoice; and (iii) exercise its rights under clause 7(f) and clause 13 where the Supplier fails to deliver in accordance with the agreed schedule.

(j) Assignment of receivables. The Supplier may not assign, factor, discount, securitise, charge or otherwise deal with any receivable owing to it under the Contract without the Company’s prior Written consent, and, except as clause 4(j)(i) permits, the Company is not obliged to pay any Person other than the Supplier. However:

(i) Permitted financing. The Supplier may assign, factor, discount or charge a receivable owing to it under the Contract to a financier that is a bank or building society authorised by the Prudential Regulation Authority under the Financial Services and Markets Act 2000, or a person authorised by the Financial Conduct Authority, without the Company’s consent, provided that the Supplier gives the Company not less than ten (10) Business Days’ prior Written notice identifying the financier, the receivables assigned and the account to which payment is to be made, and provided that the assignment does not increase the Company’s cost or administrative burden of payment. The Company’s rights against the Supplier, including its rights of set-off, deduction and withholding under clauses 4(e), 4(f) and 4(i), and every defence and counterclaim available to it, continue to apply against the financier as they applied against the Supplier immediately before the assignment, and payment by the Company to the notified account discharges the Company to the extent of that payment. The Company may require independent verification of the financier’s account details under clause 4(d) before making payment.

(ii) Terms rendered ineffective by regulation. The Supplier acknowledges that the Business Contract Terms (Assignment of Receivables) Regulations 2018 render a term prohibiting or imposing a condition or other restriction on the assignment of a receivable of no effect in the circumstances to which those Regulations apply, and that clause 4(j) has no effect to that extent. Those Regulations do not relieve the Supplier of its obligation to give the notice required by clause 4(j)(i), which is a notification requirement and not a restriction on assignment, and they do not affect the Company’s rights of set-off, deduction, withholding, defence or counterclaim, which continue to apply against any assignee as they applied against the Supplier immediately before the assignment. Any dealing in breach of clause 4(j) that is not rendered effective by those Regulations is a material breach of the Contract, and the Supplier indemnifies the Company against all loss, cost and expense arising from any such dealing, including the cost of determining the Person entitled to payment.

(k) No construction payment regime. (i) The Contract is a contract for the supply of Goods, together with the incidental Services described in the definition of Services, all of which are performed at the Supplier’s own premises or those of a sub-tier supplier. The Supplier does not carry out construction operations under the Contract, and the Company does not acquire installation or construction work of any kind. Accordingly the Contract is not a construction contract for the purposes of Part II of the HGCRA, and falls outside it by reason of section 105(2)(d) of that Act, which excludes the manufacture or delivery to site of components, materials, plant or machinery except under a contract that also provides for their installation. (ii) If, contrary to paragraph (i), any part of the Contract is held to be a construction contract to which Part II of the HGCRA applies, then to the extent that the Contract does not comply with the requirements of Part II, the relevant provisions of the Scheme for Construction Contracts (England and Wales) Regulations 1998 apply to that part and are incorporated into the Contract, and nothing in the Contract excludes or restricts the operation of section 108, section 110, section 110A, section 110B, section 111, section 112 or section 113 of that Act. Where the Scheme so applies, its payment, payment notice, pay less notice and adjudication provisions prevail over clauses 4(b) to 4(h) to the extent of any inconsistency, and clause 4(h) and clause 25(e) do not restrict the right to suspend performance for non-payment conferred by section 112 of that Act. (iii) The Company does not make payment under the Contract conditional on the Company or any other Person receiving payment from a third party, and no provision of any document purporting to make payment so conditional applies to the Contract. (iv) Clause 25(d) does not apply to any adjudication or other proceeding under Part II of the HGCRA or under the Scheme, and clause 25(f) does not prevent the Supplier from commencing such an adjudication. (v) Where Goods are supplied for incorporation into construction works, the Supplier must provide the declarations of performance, conformity markings, classification and test evidence required by clause 17(j)(v), and paragraph (i) is not affected by the fact that the Goods are so incorporated by another Person.

5. Specification, Tolerances and Quality

(a) Conformity. The Goods and Services must conform in all respects to the Specification, to any sample or pre-production approval given by the Company, and to all applicable standards identified in the Order.

(b) Company-directed amendment. The Company may by Written notice require the Supplier to amend the Specification where the amendment is required to comply with any applicable safety or statutory requirement, or where the amendment does not materially affect the quality, cost or fitness for purpose of the Goods. Where the Supplier reasonably considers that an amendment directed under this clause will increase its cost or affect the delivery date, it must notify the Company in Writing, with substantiation, within five (5) Business Days of the direction; clause 12(b) then applies to the amendment as if it were a Change Order, and the Supplier is entitled to a fair and reasonable adjustment to the Price and the delivery date. Where the Parties do not agree that adjustment within ten (10) Business Days, either Party may by Written notice cancel the affected part of the Order, and clause 12(e) applies. Apart from that adjustment, the Company has no liability to the Supplier for any loss arising in connection with such an amendment.

(c) No unilateral change. The Supplier must not, without the Company’s prior Written consent: (i) change the design, materials, components, formulation, firmware or software of the Goods; (ii) change any manufacturing process, test method or quality control procedure; (iii) change the place of manufacture, assembly, test or final inspection; (iv) change any sub-tier supplier of a critical component; or (v) discontinue or supersede any Goods. The Supplier must give the Company not less than twelve (12) months’ Written notice before discontinuing any Goods, and must offer the Company a final purchase opportunity and continued supply of spares for not less than five (5) years after the last delivery, on the terms in clause 5(j).

(d) Length tolerance. Unless the Order states otherwise, cable must be supplied within a length tolerance of −0% to +2% of the ordered length. The Supplier must invoice on the actual length supplied and may not invoice for any length exceeding the stated tolerance without the Company’s prior Written consent. Any length supplied in excess of the tolerance is supplied at the Supplier’s risk and cost. Section 30(2A) of the SGA does not apply to the Contract, and the Company may reject Goods delivered in a quantity, or of a length, that differs from that ordered otherwise than within the tolerance stated in this clause, however slight the difference.

(e) Length marking and standards. Cable must be sequentially length-marked in accordance with the standard specified in the Order, and marked lengths must be accurate within the tolerance in clause 5(d). Where the Order does not specify a standard, cable must be sequentially length-marked, sheath-marked and identified in accordance with the applicable British Standard or designated standard, and the Goods must satisfy every applicable United Kingdom telecommunications, cabling and electrical standard, including as relevant: BS EN IEC 60794 (optical fibre cables); BS EN 50575 (power, control and communication cables — cables subject to the reaction to fire requirements of the construction products regime); BS EN 50173 and BS EN 50174 (generic cabling systems, and cabling installation planning, practices and quality assurance); BS EN IEC 61280 and BS EN IEC 14763-3 (optical fibre cabling testing); BS 6701 (telecommunications equipment and cabling installation and maintenance); BS 7671 (Requirements for Electrical Installations, IET Wiring Regulations) where the Goods form part of an electrical installation; and BS EN 50399 and BS EN 60332 (fire performance of cables). Where the Goods are supplied for a network operated by a communications provider, they must additionally satisfy the network operator’s published cable specification identified in the Order.

(f) Quality system. The Supplier must maintain a documented quality management system appropriate to the Goods and Services, certified to BS EN ISO 9001 or an equivalent standard where the Order requires it, must operate documented incoming inspection, in-process control, final inspection and calibration procedures, and must notify the Company promptly of any loss, suspension or material adverse change to any certification held.

(g) Inspection and audit access. The Supplier must, on reasonable notice, give the Company, its Customers, its advisers and any regulator access to any premises at which the Goods are manufactured, tested, stored or handled, and to the relevant personnel, records, processes and quality data, for the purpose of inspecting, testing, auditing or verifying compliance with the Contract. The Supplier must procure equivalent access rights in respect of its sub-tier suppliers. No inspection, audit, test, approval or failure to exercise any of those rights relieves the Supplier of any obligation or limits any right of the Company, and no such inspection, audit or test is an examination for the purposes of section 34 or section 35(2) of the SGA unless the Company states in Writing that it is.

(h) Testing and certification. The Supplier must carry out the tests required by the Specification and by good industry practice, and must supply with each delivery the test results, factory acceptance test records, certificates of conformity and calibration records required by the Order. Where the Order requires first article inspection or pre-production sample approval, the Supplier must not commence production until the Company has given Written approval, and that approval does not constitute Acceptance or relieve the Supplier of any warranty obligation.

(i) Records. The Supplier must retain all production, test, inspection, traceability, quality and sub-tier records relating to the Goods for not less than ten (10) years after the last delivery, and must provide copies to the Company on request within five (5) Business Days. That period is set by reference to the ten (10) year long-stop in section 11A(3) of the Limitation Act, after which a right of action under Part I of the CPA is extinguished, so that the records remain available for so long as a claim in respect of the Goods may be brought against the Company as a producer.

(j) Spares pricing and lead time. Spares supplied during the five (5) year period referred to in clause 5(c) must be supplied on these Conditions and, unless the Order or a separate written agreement states otherwise: (i) at a price no greater than the price last charged to the Company for the same item, increased by no more than the cumulative increase in the Consumer Prices Index including owner occupiers’ housing costs (CPIH) published by the Office for National Statistics between the date of the Order under which that price was charged and the date of the spares order; and (ii) with a lead time no greater than the lead time last quoted for the same item or, where no lead time was quoted, no greater than twelve (12) weeks from the date of the spares order. Where the Supplier is unable to meet that lead time, or requires a price above that cap, it must notify the Company in Writing with substantiation, and, at the Company’s option and at the Supplier’s cost, must provide the Company or its nominee with the drawings, specifications, tooling, sub-tier supplier details and a royalty-free, sublicensable licence sufficient to have that spare manufactured by a third party for supply to the Company, the Group and its Customers.

6. Packaging, Labelling and Documentation

(a) Packaging. The Goods must be packed, protected, palletised, reeled or drummed so as to reach the Delivery Point undamaged and in good condition, to withstand the anticipated mode and duration of transport, handling and storage, and to permit safe mechanical handling. Packaging must comply with the Order and with all applicable transport, plant health, timber treatment and packaging waste requirements, including: the plant health and wood packaging material requirements applying to imports into Great Britain, under which all timber packaging, dunnage, pallets and bracing must be treated and marked in accordance with ISPM 15 and must be declared as the applicable import controls require; the Packaging (Essential Requirements) Regulations 2015; the extended producer responsibility obligations for packaging, including the Packaging Waste (Data Reporting) (England) Regulations 2023 and the Producer Responsibility Obligations (Packaging and Packaging Waste) Regulations 2024 and the corresponding regulations applying in Scotland, Wales and Northern Ireland; and Part 2 of the Finance Act 2021 (plastic packaging tax). The Supplier must provide the packaging composition, material, recyclability and weight data the Company requires to meet its own reporting obligations under any packaging, extended producer responsibility or plastic packaging tax scheme, and must state whether any plastic packaging component contains less than thirty percent (30%) recycled plastic.

(b) Reels, drums and returnable packaging. Reels, drums, pallets and other packaging are included in the Price and become the property of the Company on delivery, unless the Order identifies them as returnable and states the return terms and any credit. The Company is not liable for any reel, drum or pallet deposit, hire, demurrage or non-return charge unless it is stated in the Order.

(c) Labelling and marking. Each package, reel, drum and unit must be legibly and durably marked with the Order number, the Company’s part number, the Supplier’s part number, the description, the quantity or length, the batch, lot, reel or serial identifier, the date of manufacture, the country of origin, and all handling, storage, lifting and safety markings required by the Order or by law, together with the conformity markings, identification and traceability information and the name and address of the manufacturer required by the product regimes named in clause 17(j), and, where those regimes require an importer to be identified, the importer details the Company notifies to the Supplier before despatch.

(d) Documentation. Each delivery must be accompanied by a packing note quoting the Order number and identifying the contents by line item, and by all certificates of conformity, test results, calibration records, installation and maintenance instructions, warranty documentation, safety data sheets, declarations of conformity, declarations of performance, origin declarations and regulatory markings required by the Order or by law. Where any document is required to be supplied to a Customer with the Goods, the Supplier must supply it in a form suitable for onward supply, in English, and in a form the Company may reproduce and distribute for that purpose.

(e) Dangerous goods. Where any Goods are classified as dangerous, hazardous or restricted for transport, the Supplier must classify, pack, mark, label, document and declare them in accordance with all applicable transport regulations and must notify the Company in Writing before despatch. Those regulations include: the Carriage of Dangerous Goods and Use of Transportable Pressure Equipment Regulations 2009, which give effect in Great Britain to ADR (carriage by road) and RID (carriage by rail); the International Maritime Dangerous Goods Code, given effect by the Merchant Shipping (Dangerous Goods and Marine Pollutants) Regulations 1997; the ICAO Technical Instructions and the IATA Dangerous Goods Regulations, given effect by the Air Navigation (Dangerous Goods) Regulations 2002; and, for classification, labelling and safety data sheets, Regulation (EC) No 1272/2008 as it forms part of the law of England and Wales (GB CLP), the Chemicals (Hazard Information and Packaging for Supply) Regulations 2009 where they apply, and Regulation (EC) No 1907/2006 as it forms part of the law of England and Wales (UK REACH) together with the REACH Enforcement Regulations 2008.

(f) Discrepancies. Any discrepancy between the Goods delivered and the packing note, or between either of them and the Order, must be rectified by the Supplier at its own cost immediately upon notification by the Company.

(g) Non-conforming packaging. Failure to comply with this clause 6 is a failure of the delivery to conform to the Contract, and the Company may reject the delivery under clause 8, or require the Supplier to re-pack, re-label or re-document at the Supplier’s cost, and may recover from the Supplier all costs it incurs in doing so itself, including any plant health treatment, fumigation, re-export, destruction, storage or holding cost imposed by the Animal and Plant Health Agency, HM Revenue & Customs, Border Force or any port health authority.

7. Delivery, Title and Risk

(a) Time of the essence. The Supplier must deliver the Goods and perform the Services on the date or within the period stated in the Order. Time of delivery and of performance is of the essence, and section 10(2) of the SGA has effect accordingly.

(b) Delivery basis. Unless the Order states otherwise: (i) cross-border shipments into the United Kingdom are supplied Delivered Duty Paid (DDP) (Incoterms 2020) at the Delivery Point, with the Supplier responsible for export clearance, carriage, insurance, import clearance, customs duty, unloading and delivery to the Delivery Point; and (ii) domestic shipments within the United Kingdom are supplied Delivered at Place Unloaded (DPU) (Incoterms 2020) at the Delivery Point (also expressed in United Kingdom practice as delivered free into store), with all costs and risk to and including unloading at the Delivery Point borne by the Supplier. Incoterms 2020 applies to domestic as well as international supplies, and the named place is in every case the Delivery Point stated in the Order. Where the Supplier is not able to act as importer of record in the United Kingdom, it must appoint a customs agent or representative to do so on its behalf; where it can do neither, the Order is instead performed Delivered at Place (DAP) (Incoterms 2020) at the Delivery Point, the Company acts as importer of record, and the Supplier must reimburse the Company all customs duty, brokerage and clearance costs, the Price remaining inclusive of them. Import VAT is accounted for by the Company under postponed VAT accounting where the Company is the importer for VAT purposes, and the Supplier must provide the commercial documentation, valuation data, commodity codes and tariff classification information the Company requires for that purpose. Where any part of the delivery is made to, or moves to, Northern Ireland, the Supplier must comply with the arrangements applying to such movements and must provide the information and any authorisation reference the Company requires to complete the relevant declarations.

(c) Delivery arrangements. Delivery must be made to the Delivery Point during the Company’s stated receiving hours, in accordance with any booking, appointment, access or safety requirement notified by the Company for receiving deliveries at that location. Delivery outside those arrangements may be refused at the Supplier’s cost and risk.

(d) Quantity and timing. The Supplier must not deliver early, late, short or in excess without the Company’s prior Written consent. Goods delivered early may be refused, or accepted and stored at the Supplier’s risk and cost with payment falling due as if delivered on the due date. Goods delivered in excess of the ordered quantity may be returned at the Supplier’s risk and cost, and the Company is not obliged to pay for them. Section 30 of the SGA applies for the Company’s benefit, subject to clause 5(d), which disapplies section 30(2A) of the SGA so that the Company may reject however slight the excess or shortfall.

(e) Instalments. The Company may require delivery by instalments. Each instalment is nevertheless part of a single Contract, and failure by the Supplier to deliver any one instalment in accordance with the Contract entitles the Company to terminate the whole Contract. Section 31(2) of the SGA directs attention to the terms of the contract and the circumstances of the case in deciding whether a defective or non-performed instalment is a repudiation of the whole. The Parties record, for the purposes of that section, that the Contract is not severable, that each instalment is delivered under one Contract for a single requirement, and that a defective, late or non-delivered instalment goes to the root of the Contract as a whole. The Company’s acceptance of one instalment is not acceptance of any other, and section 11(4) of the SGA does not prevent the Company from rejecting an instalment it has not accepted or from terminating the Contract.

(f) Late delivery. If the Supplier fails to deliver by the due date, then without limiting any other right the Company may: (i) terminate the affected Order, or the affected part of it, immediately by Written notice given before delivery of the Goods, or performance of the Services, to which that notice relates, and clause 13(b)(ii) applies where the Company seeks to terminate any other Order; (ii) recover from the Supplier the costs and expenses of obtaining replacement goods or services of similar description and quality, including any excess over the Price, expedited freight and internal costs; and (iii) recover any loss it suffers under any contract with a Customer as a result of the delay. Where the Order states a delay charge, that charge is payable for each week or part week of delay, up to the cap stated in the Order; where the Order does not state a rate or a cap, the delay charge is zero point five percent (0.5%) of the Price of the delayed Goods or Services for each week or part week of delay, capped at ten percent (10%) of that Price. Any delay charge paid is credited against, and does not limit, the Company’s damages for the same delay. The Parties acknowledge that the Company has a legitimate interest in timely delivery because it holds the Goods for onward supply to Customers under contracts containing its own delivery commitments, that the rate and cap in this clause were fixed by reference to the loss the Company would be likely to suffer under those contracts and to the cost of expediting substitute supply, and that the delay charge is not extravagant, exorbitant or unconscionable and is not out of all proportion to that legitimate interest. Clause 13(b)(ii) is an additional route to termination, available on the grounds and after the cure period stated in it, and it is the only route by which a late delivery may be made a ground for terminating an Order other than the affected Order. It does not qualify clause 7(a), or the Company’s right under paragraph (i) of this clause, or its right at general law to treat a failure to deliver on time as a breach of condition of the affected Order, time being of the essence of it. Nothing in this clause prevents the Company from affirming the affected Order and accepting late delivery, and where it does so it retains its right to damages for the delay and its rights under clauses 8, 9 and 10.

(g) Title and risk. Title to and risk of loss of or damage to the Goods pass to the Company on completion of delivery at the Delivery Point, or, where the Company has paid in advance, on the earlier of delivery and the time of payment for Goods that have been ascertained, identified or appropriated to the Contract. The Parties express that intention for the purposes of section 17 of the SGA, and sections 16 to 20B of the SGA have effect accordingly; the rules in section 18 of the SGA apply only so far as they are consistent with this clause. Section 20(1) of the SGA does not apply, and risk passes as this clause provides whether or not title has passed. Passing of title and risk does not constitute Acceptance. Where the Company has paid in whole or in part for Goods forming part of an identified bulk, the Company acquires the undivided share in the bulk, and becomes an owner in common of it, provided for by section 20A of the SGA, and the Supplier must not deal with the bulk otherwise than in accordance with section 20B of the SGA and clause 7(i).

(h) No supplier security interest, retention of title or lien. To the fullest extent permitted by law:

(i) neither these Conditions nor any Contract creates or gives rise to any retention or reservation of title, right of disposal, mortgage, charge, lien, pledge or other security interest or encumbrance in favour of the Supplier over the Goods, over any proceeds of the Goods, or over any other property of the Company. Any retention of title clause, all monies clause, tracing or proceeds provision, or grant of security stated in any document of the Supplier is expressly rejected under clause 2(d) and does not form part of the Contract, and no such provision is incorporated by any course of dealing, prior contract or trade usage;

(ii) the Supplier waives, and must not assert or exercise, any lien over the Goods, over any tooling, materials, drawings, data or other property of the Company in its possession, or over any documents of title relating to them, whether that lien is a lien of an unpaid seller under sections 41 to 43 of the SGA, a possessory, particular, general, artificer’s, repairer’s, warehouseman’s, carrier’s or forwarder’s lien, or a lien arising under the standard trading conditions of any freight forwarder or carrier. The Supplier must use all reasonable endeavours to procure that each carrier, forwarder, warehouse keeper, processor and sub-tier supplier it engages waives any such lien over the Goods and over the Company’s property; where a general lien arises under the standard trading conditions of any such Person and cannot be excluded, the Supplier must notify the Company in Writing before despatch, must not allow any amount secured by it to fall into arrears, and must at its own cost discharge the lien and procure the release of the Goods and of the Company’s property immediately on demand. The Supplier must not exercise any right of stoppage in transit or of resale under sections 44 to 48 of the SGA;

(iii) the Supplier must not deliver particulars of, register, file, lodge or maintain any charge, financing statement, notice, caveat or other registration in respect of any interest purportedly created by the Company on any register, including the register of charges kept by the Registrar of Companies under Part 25 of the Companies Act, and any such registration made is unauthorised and must be removed or discharged immediately on demand. The Supplier acknowledges that the Company has not created, and does not consent to the creation of, any charge in the Supplier’s favour, and covenants that it will not deliver particulars of any such charge to the Registrar of Companies under section 859A(2) of the Companies Act. The Company may apply to the court, including under section 859M of the Companies Act, for the rectification of the register in respect of any registration made in breach of this clause. The Supplier must reimburse the Company’s costs of doing so;

(iv) the Supplier must at its own cost promptly do anything the Company reasonably requires, including executing documents, giving information and filing discharges or releases, to ensure that any such interest is unenforceable, is released, is subordinated to the interests of the Company and its financiers, or is removed from any register; and

(v) nothing in this clause limits the protection the Company enjoys as a buyer in possession, or as a buyer taking delivery in good faith and without notice of any right of the original seller, under section 25 of the SGA and section 9 of the Factors Act 1889, or its rights in conversion or under the Torts (Interference with Goods) Act 1977. Where the Supplier is not the owner of the Goods, or holds them subject to a retention of title or security in favour of a third party, the Supplier must disclose that fact to the Company in Writing before despatch, must procure that third party’s written release of the Goods on or before delivery, and indemnifies the Company against all loss arising from any claim by that third party.

(i) Goods held before delivery. Where the Company has paid for or acquired title to Goods, or an undivided share in a bulk, that remain in the Supplier’s possession, the Supplier holds them as bailee for the Company and must: (i) store them separately from all other goods so that they remain readily identifiable as the Company’s property, or, in the case of an undivided share in a bulk, keep the bulk identified and segregated and maintain records sufficient to identify the Company’s share of it; (ii) not remove, deface or obscure any identifying mark or packaging; (iii) maintain them in good condition and keep them insured against all risks for their full replacement value with the Company’s interest noted, and hold the proceeds of any such insurance on trust for the Company; (iv) not sell, encumber, or otherwise deal with them, and not permit them to become subject to any distress, execution or enforcement; (v) provide, within two (2) Business Days of Written request, a record of the location, quantity and identification of all such Goods; and (vi) notify the Company immediately if the Supplier becomes subject to an Insolvency Event or if any Person asserts any claim to or interest in them.

(j) Recovery. If before delivery the Supplier becomes subject to an Insolvency Event, the Supplier’s right to deal with any Goods to which the Company has title ceases immediately, and the Company may require the Supplier to deliver them up and, failing prompt delivery up, may enter any premises of the Supplier or of any third party where they are stored in order to recover them. For that purpose the Supplier grants the Company and its agents an irrevocable licence to enter any premises occupied or controlled by the Supplier at which those Goods are located, on reasonable notice, and must procure the consent of any third party occupier to that entry. The Company will not use force against any person, will cause no more damage than is reasonably necessary, and will make good any damage caused by the entry. Where the Supplier is in administration or subject to a moratorium under Part A1 of the Insolvency Act, the Company acknowledges that the exercise of this right may require the consent of the administrator or monitor, or the permission of the court, under paragraphs 43 and 44 of Schedule B1 to the Insolvency Act or under section A20 or section A21 of that Act, and clause 13(h) applies. Nothing in the Contract limits the Company’s right to apply for that consent or permission, or its rights as owner of the Goods, including its right to claim in conversion and to trace into the proceeds of any unauthorised disposal.

(k) Free issue materials and tooling. All materials, components, tooling, jigs, fixtures, patterns, dies, moulds, test equipment, drawings, software and data supplied by the Company to the Supplier, and all tooling paid for by the Company whether separately or as part of the Price, are and remain the property of the Company. The Supplier must hold them as bailee, keep them separately identified and marked as the Company’s property, use them only for the Contract, keep them insured and in good repair at its own cost, not encumber them, and deliver them up on demand and on termination or expiry of the Contract. The Supplier must not permit any of that property to become an accession to, or to be commingled or processed with, other goods, or to become a fixture attached to land, without the Company’s prior Written consent; and where consent is given, the Supplier must first procure from each owner, mortgagee and, where applicable, superior landlord of the relevant land a written acknowledgement, in a form approved by the Company, that the property remains the Company’s, that it does not become part of the land, and that the Company may enter and remove it on reasonable notice. Clause 7(h)(ii) applies to any lien asserted over that property.

(l) Deferred delivery. The Company may, by Written notice given not less than five (5) Business Days before the due delivery date, defer delivery of any Goods by up to ninety (90) days in aggregate for any Order, subject to the combined ninety (90) day limit on deferral and suspension stated in clause 12(g). Where it does so, the Supplier must store the Goods safely, separately and insured, and the Company will reimburse the Supplier’s reasonable and documented direct storage, insurance and preservation costs for the period of deferral beyond thirty (30) days. Payment for the deferred Goods falls due as if they had been delivered on the original due date. Where a deferral exceeds sixty (60) days, the Supplier may by Written notice require the Company either to take delivery within twenty (20) Business Days or to treat the affected part of the Order as cancelled under clause 12(d), and clause 12(e) then applies.

8. Inspection, Acceptance and Rejection

(a) Inspection before delivery. The Company may inspect and test the Goods at any stage of manufacture and before despatch in accordance with clause 5(g), and may require the Supplier to remedy any non-conformity identified before despatch at the Supplier’s cost.

(b) Inspection after delivery. The Company has thirty (30) days to inspect the Goods and notify the Supplier of any rejection. That period runs from delivery or, where the Order provides for Acceptance testing, from completion of that testing; but where the Order provides for Acceptance testing the period begins in any event no later than sixty (60) days after delivery, that outer date being extended by any period during which the Company is unable to commence or complete the testing because the Supplier has not supplied the Goods, the documentation, the test data or the assistance the Contract requires. The Company is under no obligation to inspect or test the Goods, and no inspection, test, or failure to inspect or test, limits any right of the Company under clause 9 or otherwise, except that a failure to carry out Acceptance testing does not postpone the beginning of the period in this clause beyond the outer date stated above.

(c) Acceptance. Goods and Services are Accepted only when the Company gives Written notice of Acceptance or the period in clause 8(b) expires without rejection. Signature of a delivery document, unloading, handling, storage, processing, resupply, payment of any invoice, or the passing of title or risk does not constitute Acceptance or acceptance of the quality of the Goods. The Parties agree, for the purposes of sections 34, 35 and 35A of the SGA, that: (i) the Company is not to be taken to have accepted the Goods until it has had a reasonable opportunity of examining them for the purpose of ascertaining whether they conform to the Contract, and section 35(2) of the SGA is not excluded or varied; (ii) a reasonable time for the purposes of section 35(4) of the SGA does not expire before the end of the period in clause 8(b) or, in the case of a Defect not reasonably discoverable on inspection, before the end of the Warranty Period; (iii) an act of the Company of a kind described in the second sentence of this clause is not an act inconsistent with the ownership of the Supplier for the purposes of section 35(1)(b) of the SGA; (iv) the delivery of Goods to a Customer or other Person under a sub-sale is not an acceptance, and section 35(6)(b) of the SGA applies; and (v) the Company may accept some of the Goods and reject the rest under section 35A of the SGA, and may do so in respect of any commercial unit.

(d) Rejection. The Company may reject any Goods or Services that do not conform to the Contract or to the warranties in clause 9(a), whether or not the non-conformity is material, and may reject the whole of a delivery, any commercial unit, or any part of a delivery. Rejection may be made at any time during the period in clause 8(b) or, in the case of a Defect not reasonably discoverable on inspection, at any time during the Warranty Period. Section 15A of the SGA does not apply to the Contract. The Parties express the contrary intention referred to in section 15A(2) of the SGA, and agree that the Company may treat a breach of any term implied by section 13, 14 or 15 of the SGA as a breach of condition and reject the Goods however slight the breach, because the Company acquires the Goods for resupply to Customers, cannot inspect for latent defects before resupply, and would be exposed to its own Customers by any non-conformity.

(e) Consequences of rejection. If the Company rejects any Goods or Services, the Supplier must, at the Company’s option and at the Supplier’s sole expense including all carriage, insurance, duty and disposal costs, promptly: (i) replace the rejected Goods with conforming Goods; (ii) repair or re-perform to the Company’s satisfaction; or (iii) refund the Price of the rejected Goods or Services in full. Rejected Goods are held at the Supplier’s risk from the moment of rejection, and the Company is not bound to return them to the Supplier, it being sufficient that it notifies the Supplier that it refuses to accept them, as section 36 of the SGA provides.

(f) Return authorisation. The Supplier must issue a return authorisation reference immediately on notification of rejection, but the Company’s right to reject and to a remedy is not contingent on the issue of that reference and is not affected by any delay in issuing it.

(g) No return or restocking policies. The Company does not accept any “no return”, “no cancellation”, “non-returnable”, “non-cancellable” or “restocking fee” policy of the Supplier unless it is expressly agreed in Writing and stated in the Order. The Company is not liable for any handling fee, restocking charge, inspection fee or administrative cost associated with the return of Defective or non-conforming Goods.

(h) Uncollected rejected Goods. If the Supplier fails to collect or accept the return of rejected Goods within fourteen (14) days of notification, the Company may store them at the Supplier’s risk and charge for storage, or, having given the Supplier notice under sections 12 and 13 of the Torts (Interference with Goods) Act 1977 where that Act applies, sell, dispose of or destroy them at the Supplier’s expense, accounting to the Supplier for any net proceeds after deduction of the amounts owing to the Company. Any cost of storage or disposal is a debt due from the Supplier to the Company.

(i) Statutory remedies preserved. The remedies in this clause 8 are in addition to, and not in substitution for, any right of the Company to reject Goods, to require conforming performance, to obtain substitute goods and recover the cost of doing so, or to obtain any other remedy available to a buyer at law or in equity. The rights of a buyer of goods in England and Wales are governed by the SGA and, in respect of the incidental Services, by Part II of the SGSA. The Company preserves, and does not exclude, restrict or vary, the terms implied by sections 12, 13, 14 and 15 of the SGA (title, quiet possession and freedom from encumbrances, correspondence with description, satisfactory quality, fitness for purpose and sale by sample), the terms implied by sections 13, 14 and 15 of the SGSA (reasonable care and skill, reasonable time for performance and reasonable charge) in respect of the Services, its right of examination under section 34 of the SGA, its rights on rejection under sections 35, 35A and 36 of the SGA, and its remedies under sections 51, 52, 53 and 54 of the SGA; each of them applies to the Contract for the Company’s benefit and is a term of the Contract. No limitation of remedy, exclusive remedy provision, disclaimer of implied terms, or time bar stated by the Supplier applies to the Contract; and any such provision, if it were part of the Contract, would take effect only so far as it satisfied the requirement of reasonableness under section 6(1A), section 7(1A) or section 11 of UCTA, which the Parties agree it would not.

(j) Sorting and screening. Where a delivery contains both conforming and non-conforming Goods, the Company may reject the whole delivery, or may sort, screen, test or rework the delivery, and the Supplier must reimburse the Company’s reasonable costs of doing so. Sorting, screening, testing or reworking under this clause is not an acceptance of the Goods for the purposes of section 35 of the SGA.

9. Supplier Warranties

(a) Warranties. The Supplier represents and warrants that the Goods and Services will, on delivery and throughout the Warranty Period: (i) conform to the Specification; (ii) be free from defects in design, material and workmanship; (iii) be new, unused, genuine, of current manufacture, and not refurbished, remanufactured, reclaimed, grey market or counterfeit; (iv) be of satisfactory quality within the meaning of section 14(2) of the SGA and fit for the purpose stated in the Order and for any purpose the Company has made known to the Supplier; (v) comply with clauses 5, 6 and 17 and with all applicable laws, standards, regulations and codes in the country of manufacture, the country of delivery and any country the Supplier knows or ought reasonably to know the Goods are destined for, including the regimes named in clause 17(j) and every applicable British Standard or designated standard; (vi) be free from any charge, lien or encumbrance, and be supplied with full and unencumbered title, so that the Supplier has the right to sell them at the time when title is to pass and the Company will enjoy quiet possession of them, as sections 12(1), 12(2)(a) and 12(2)(b) of the SGA require; (vii) not infringe the Intellectual Property Rights of any Person; (viii) be safe, and be supplied with all warnings, instructions and safety information required for their safe transport, storage, installation, use, maintenance and disposal; (ix) be capable of being resupplied by the Company to a Customer without further work, certification or modification; (x) where the Goods contain software or firmware, be free from malicious code, undocumented access mechanisms and undisclosed telemetry, and be supplied with the rights described in clause 16(e); and (xi) in the case of Services, be performed with reasonable care and skill as section 13 of the SGSA requires, and with the degree of skill, care and diligence expected of a suitably qualified and experienced provider of services of that kind, by appropriately qualified, trained, licensed and supervised Supplier Personnel holding every licence, registration and accreditation required by law for the performance of those Services, and in compliance with the health and safety legislation referred to in clause 17(a).

(b) Warranty Period. The Warranty Period for any Goods is the period expiring on the later of: (i) twelve (12) months from Customer Delivery of those Goods; and (ii) twenty-four (24) months from delivery of those Goods to the Company, but expiring no later than forty-eight (48) months from delivery of those Goods to the Company, except that where Customer Delivery of those Goods occurs after the thirty-sixth (36th) month from delivery of those Goods to the Company, the Warranty Period expires twelve (12) months after Customer Delivery. The Warranty Period for any Goods expires in every case no later than seventy-two (72) months from delivery of those Goods to the Company, and that outer limit applies despite the exception stated in the preceding sentence. The Warranty Period for Services is twelve (12) months from completion of the Services, or, where the Services relate to Goods, the Warranty Period for those Goods, whichever is longer. This clause does not limit any right or remedy of the Company arising otherwise than under this clause 9, including under clause 8, clause 10, clause 11 or the SGA, and does not shorten any period provided by the Limitation Act. In particular, the product liability indemnity in clause 11(g) is expressly not limited by the Warranty Period, and it, and not this clause, carries the Company’s long-tail exposure, including in respect of a claim under Part I of the CPA which by section 11A(3) of the Limitation Act may be brought at any time within ten (10) years of the time the product was supplied.

(c) Back-to-back cover. The Parties acknowledge that the Company resupplies the Goods and gives its own Customers a warranty of twelve (12) months from Customer Delivery. The Warranty Period in clause 9(b) is intended to cover the Company’s onward warranty obligation in full for the period the Goods are held in the Company’s inventory before Customer Delivery. The Supplier may not refuse a claim on the ground that its own standard warranty period, or the warranty period of any manufacturer or sub-tier supplier, has expired, provided the claim is made within the Warranty Period.

(d) Claims. Where the Company gives Written notice to the Supplier during the Warranty Period, within a reasonable time of discovery, that Goods or Services do not comply with clause 9(a), and gives the Supplier a reasonable opportunity to examine them, the Supplier must at the Company’s option repair, replace or re-perform free of charge, or refund the Price in full, in each case within the period stated in clause 10(c). Where the Company returns Goods for that purpose, it does so at the Supplier’s cost and risk.

(e) Exclusions. The Supplier remains liable for a failure to comply with clause 9(a) except where: (i) the Defect arises solely because the Company failed to follow the Supplier’s written instructions as to storage, commissioning, installation, use or maintenance; (ii) the Company altered or repaired the Goods without the Supplier’s Written consent, and the Defect arises solely from that alteration or repair; or (iii) the Defect arises solely from fair wear and tear or wilful damage caused by the Company. The Supplier bears the burden of establishing that one of those paragraphs applies. This clause does not limit any right or remedy of the Company that cannot lawfully be excluded or restricted.

(f) Pass-through of third party warranties. The Supplier assigns to the Company the benefit of every warranty, guarantee and indemnity it receives from any manufacturer or sub-tier supplier in respect of the Goods, and where any such benefit is not assignable, the Supplier must at the Company’s request and at the Supplier’s cost pursue the claim on the Company’s behalf and account to the Company for the proceeds. The Supplier must procure that every such warranty is expressed to be for the benefit of the Company and its Customers where it is able to do so, including by providing in the relevant contract that the Company and its Customers may enforce it under the Contracts (Rights of Third Parties) Act 1999.

(g) Survival. The Supplier’s warranties survive inspection, testing, Acceptance, payment, resupply and use of the Goods.

(h) Repaired and replacement Goods. These Conditions continue to apply to any repaired or replacement Goods or re-performed Services, and a new Warranty Period determined under clause 9(b) begins in respect of them on delivery or completion.

(i) Statutory rights preserved. The warranties in this clause 9 are in addition to, and do not limit, any condition, warranty, term, right or remedy available to the Company at law. Nothing in the Contract excludes, restricts or modifies any statutory condition, warranty, term, right or remedy that cannot lawfully be excluded, restricted or modified. In England and Wales:

(i) the Company acquires the Goods in the course of a business and not as a consumer, so that the Consumer Rights Act 2015 does not apply to the Contract, and the Company’s rights as a buyer arise under the SGA, under Part II of the SGSA in respect of the Services, and under these Conditions;

(ii) the terms implied by sections 13, 14 and 15 of the SGA, and by sections 13, 14 and 15 of the SGSA, are terms of the Contract for the Company’s benefit and are not excluded or restricted by it. The Parties record that, as against a buyer who does not deal as a consumer, those terms may be excluded or restricted only so far as the exclusion or restriction satisfies the requirement of reasonableness under section 6(1A) or section 7(1A) of UCTA, and that no such exclusion or restriction forms part of the Contract;

(iii) the term implied by section 12 of the SGA cannot be excluded or restricted at all, by reason of section 6(1) of UCTA, and clause 9(a)(vi) states it;

(iv) any provision of any document of the Supplier that purports to exclude or restrict liability for breach of a term implied by section 12, 13, 14 or 15 of the SGA, to make any liability or its enforcement subject to restrictive or onerous conditions, to exclude or restrict any right or remedy, or to exclude or restrict the rules of evidence or procedure, is subject to section 13 of UCTA, is of no effect for the purposes of the Contract by reason of clause 2(d), and would in any event not satisfy the requirement of reasonableness; and

(v) nothing in the Contract affects any right of the Company under Part I of the CPA, or any right of contribution the Company has under the Civil Liability (Contribution) Act 1978 against the Supplier or any other Person in respect of the same damage, and clause 11(g) applies in addition to and not in substitution for those rights.

(j) No supplier limitation. Any limitation of remedy, exclusive remedy, disclaimer of implied terms, warranty period limitation, notice period or time bar stated by the Supplier in any document is of no effect and does not apply to the Contract.

(k) Repair and replacement work. Where the Supplier carries out repair, refurbishment or replacement work on Goods, whether under clause 9(d), clause 10 or otherwise, the Supplier warrants that work and all replacement parts for twelve (12) months from completion, and in these Conditions the term “Goods” includes that work and those parts.

10. Remedies, Rework and Repair

(a) Cumulative. The remedies in this clause 10 are in addition to, and not in substitution for, every other right and remedy of the Company under the Contract or at law or in equity, including under the SGA and the SGSA.

(b) Company’s election. Where the Goods or Services are Defective, the Company may elect between repair, replacement, re-performance, refund, price reduction, rejection under clause 8, and damages, and may change its election if the remedy first elected is not completed within the period in clause 10(c).

(c) Time for remedy. The Supplier must complete the elected remedy within thirty (30) days of the Company’s notice, or within any shorter period the Order or the urgency of the Customer’s requirement reasonably demands and the Company notifies, being in no case less than five (5) Business Days unless the Supplier agrees in Writing to a shorter period. If the Supplier fails to do so, the Company may, without further notice, carry out the remedy itself or procure a third party to do so, and the Supplier must reimburse all costs the Company incurs, including Removal Costs.

(d) Removal Costs. The Supplier is liable for Removal Costs arising from any Defect or Recall, whether the Goods are in the Company’s inventory, in transit, or installed at a Customer’s site. The Parties agree that Removal Costs are within the contemplation of the Parties at the date of the Contract, and are recoverable as damages arising naturally from a breach of the Contract, because the Supplier knows that the Company acquires the Goods for resupply to Customers who install them in networks.

(e) Systemic and epidemic Defects. Where the same or a similar Defect is found in three percent (3%) or more of any batch, lot or delivery, or where the Company reasonably concludes, on the basis of the test, failure, production or traceability data available to it, that a Defect arises from a common cause in design, material, process or sub-tier supply, the whole of the affected batch, lot, delivery or production period is Defective, and the Supplier must remedy the whole of it and bear all associated costs including Removal Costs, screening and testing costs.

(f) Cost of cover. Where the Supplier fails to deliver or to remedy, the Company may procure substitute goods or services and recover from the Supplier the excess of the cost of doing so over the Price, together with expedited freight, requalification, testing and internal costs, as damages under section 51 of the SGA or at common law.

(g) Data on returned Goods. Where Goods containing data are returned to the Supplier, the Supplier must handle, secure, and on the Company’s instruction erase or destroy that data in accordance with clause 18, and must certify erasure or destruction in Writing on request.

11. Product Safety, Recall and Traceability

(a) Notification. The Supplier must notify the Company immediately, and in any event within twenty-four (24) hours, on becoming aware of: (i) any actual or potential safety defect, hazard or risk of injury associated with the Goods or with goods of the same type, batch or design; (ii) any Recall, regulatory notice, enforcement action, injury report or field failure trend affecting them; or (iii) any circumstance likely to require a Recall. That period is set so that the Company can meet its own duty, as a producer or distributor, to notify the relevant market surveillance authority forthwith where it knows or ought to know that a product it has placed on the market poses risks that are incompatible with the general safety requirement, and to notify the corrective action taken.

(b) Conduct of a Recall. The Company may decide, in its absolute discretion, whether to conduct a Recall, and controls its scope, timing, content and communications. The Supplier must not conduct or announce any Recall in respect of Goods supplied to the Company, or communicate with any Customer about them, without the Company’s prior Written consent, unless required by law and then only after giving the Company as much prior notice as is practicable. Where the Supplier gives notice of a Recall or of a corrective action to any market surveillance authority, it must give the Company a copy of that notice at the same time.

(c) Cost of a Recall. The Supplier must bear all costs of any Recall arising from a Defect or from any breach of the Contract, including Removal Costs, the cost of customer notification and call handling, regulatory reporting, transport, replacement, disposal, and the Company’s reasonable internal costs, and must reimburse the Company for all amounts it pays to any Customer or regulator in connection with the Recall.

(d) Cooperation. The Supplier must cooperate fully and promptly with the Company and with any regulator, including the Office for Product Safety and Standards, any local weights and measures authority acting as a market surveillance authority, the Health and Safety Executive and Ofcom, in relation to any Recall, safety investigation or product incident, and must provide all technical, production, test and traceability information the Company or the regulator requires.

(e) Traceability. The Supplier must operate a traceability system that permits any item of Goods to be traced to its production batch or lot, its date and place of manufacture, its test records, and the source of each critical component and raw material, and must record and mark that information in accordance with clause 6(c). The Supplier must provide full traceability data for any identified Goods within five (5) Business Days of request, and must be able to identify all other Goods produced from the same batch, lot, material or process. The Supplier must identify to the Company, on request and within that period, the Person who supplied it with the Goods or with any component of them, and the Person to whom it has supplied Goods of the same batch or lot, so that the Company can answer any request made of it by a market surveillance authority.

(f) Counterfeit and unauthorised goods. The Supplier must procure all components and materials from the original manufacturer or its authorised distribution channel, and must maintain controls to prevent counterfeit, cloned, reclaimed or grey market parts entering the supply chain. If any Goods are found to be counterfeit or unauthorised, the Supplier must at its own cost replace them, bear all Removal Costs and investigation costs, notify the Company of the source, cooperate with any investigation, and must not return the affected items into any supply chain. Counterfeit Goods may be retained by the Company or by a regulator and no refund obligation of the Company arises in respect of them.

(g) Product liability indemnity. The Supplier indemnifies the Company and the Group against all loss, liability, damages, costs and expenses, including legal costs on an indemnity basis, arising out of or in connection with: (i) any claim that the Goods are defective in design, manufacture, instruction or warning, or have caused death, personal injury, or loss of or damage to property; (ii) any Recall; (iii) any failure of the Goods to comply with a statutory right, consumer right or product safety requirement; (iv) any claim by a Customer arising from a failure of the Goods to comply with clause 9(a); and (v) any liability of the Company arising because the Company is treated as the producer, manufacturer, importer, own-brander, distributor or responsible economic operator in respect of the Goods. This indemnity is not limited by the Warranty Period and applies whether or not any statutory right of contribution or indemnity is available to the Company. In England and Wales:

(i) product liability is governed principally by Part I of the CPA (liability for damage caused by a defective product), by the common law of negligence, by the terms implied by the SGA and the SGSA, and by the product safety regimes named in clause 17(j), including the General Product Safety Regulations 2005;

(ii) the Company may be liable as a producer of the Goods under section 2(2) of the CPA where it holds itself out as the producer by putting its name, trade mark or other distinguishing mark on the Goods, and under section 2(2)(c) of the CPA where it imports the Goods into the United Kingdom in order, in the course of a business, to supply them to another. It may also be liable under section 2(3) of the CPA where it is unable, within a reasonable period after a request, to identify the producer or the Person who supplied it with the Goods, and clause 11(e) is directed to that risk;

(iii) liability under Part I of the CPA cannot be limited or excluded by any contract term, notice or other provision, by reason of section 7 of that Act. Nothing in this clause 11(g) purports to exclude or limit the Company’s liability to any injured Person under Part I of the CPA. The indemnity in this clause is a contractual allocation of that liability between the Parties and operates only as between them, and section 7 of the CPA does not prevent it. The indemnity is given in addition to, and does not replace, any right of contribution the Company has against the Supplier under the Civil Liability (Contribution) Act 1978, or any right the Company has under section 2(2) of that Act or under section 6(4) of the CPA;

(iv) the Supplier must, immediately on request and in any event within two (2) Business Days, give the Company the name and address of the producer of the Goods, of the Person who imported them into the United Kingdom, and of the Person who supplied the Goods to the Supplier, so that the Company can answer a request under section 2(3) of the CPA and any request by a market surveillance authority; and

(v) the Supplier must give the Company all information the Company requires in order to make any notification the law requires of it in respect of a Recall or unsafe product, within the period the law allows, and must itself make any notification the law requires it to make. Because a contractual indemnity is of value only if it can be collected and enforced, clause 19(i) requires a Supplier that does not have an established place of business in the United Kingdom to provide security for the indemnities given under the Contract and to appoint an agent in England and Wales to accept service of process.

12. Change Orders, Cancellation and Suspension

(a) Change Orders. The Company may at any time before delivery direct a change to the Order in Writing, including a change to the Specification, quantity, delivery date, Delivery Point, packaging, marking, documentation or method of shipment.

(b) Impact assessment. The Supplier must notify the Company in Writing within five (5) Business Days of receiving a Change Order of any resulting increase or decrease in Price or change in delivery date, with full substantiation. The Supplier must continue to perform the Contract as directed pending agreement on the impact. Any adjustment must be a fair and reasonable adjustment referable to the actual and unavoidable cost or saving.

(c) No late claims. The Supplier has no claim for any Price or schedule adjustment arising from a Change Order unless it has given notice under clause 12(b) within the period stated. This clause does not apply to a claim arising under clause 2(h) or clause 5(b), each of which contains its own notice mechanism.

(d) Cancellation for convenience. The Company may cancel, reduce or amend an Order in whole or in part at any time before delivery by giving Written notice to the Supplier, and may suspend an Order under clause 12(g). The notice must identify the part of the Order affected. Where the Price of the cancelled part of the Order is GBP 25,000 or more, the notice takes effect ten (10) Business Days after receipt, unless the Supplier agrees in Writing to a shorter period; otherwise the notice takes effect on receipt. Clause 12(e) states the Supplier’s entitlement on cancellation, and the Company’s right under this clause is exercisable only on the footing that clause 12(e) is honoured.

(e) Cancellation liability. On cancellation under clause 12(d), and subject to the last three sentences of this clause, the Company’s only liability is to pay for Goods and Services already delivered and Accepted, and to reimburse the Supplier’s unavoidable, documented, direct costs properly incurred in respect of the cancelled part of the Order and not recoverable by the Supplier through resale, reallocation, return to a sub-tier supplier or mitigation. The Company is not liable for loss of profit, loss of overhead recovery, anticipated margin, cancellation charge, restocking charge, or any indirect or consequential loss. The Supplier must take all reasonable steps to mitigate its costs, and must credit the Company with the value of any material, work in progress or capacity it is able to use or resell. No cancellation charge is payable in respect of catalogue or standard Goods. Where at the date the cancellation notice takes effect the Supplier has completed Goods that conform to the Order, the Supplier must notify the Company in Writing, identifying and quantifying them, within five (5) Business Days, and the Company must within ten (10) Business Days of that notification elect either to take delivery of them or to leave them with the Supplier. Where the Company elects to take delivery, or does not make an election within that period, it pays the Price for those Goods and they are treated as delivered under the Order. Where the Company elects to leave them with the Supplier, the Supplier’s direct cost of manufacturing them, less any amount it recovers or could reasonably recover on resale, is an unavoidable direct cost for the purposes of this clause.

(f) Substantiation of a claim. The Supplier must submit any claim under clause 12(e) within thirty (30) days of the cancellation notice, with full supporting documentation, and must give the Company and its advisers access to its records to verify the claim. No claim submitted after that period is payable. This clause is a time bar on a contractual claim and not a shortening of any period under the Limitation Act, and it does not apply to any claim the Supplier has otherwise than under clause 12(e).

(g) Suspension. The Company may suspend performance of an Order in whole or in part by Written notice for up to ninety (90) days in aggregate for that Order, and the delivery dates are extended by the period of suspension. The Company’s liability for a suspension is limited to the Supplier’s reasonable and documented direct storage, insurance and preservation costs, and its unavoidable direct costs of demobilising and remobilising, for the period of suspension beyond thirty (30) days. Where a suspension continues for more than sixty (60) days, the Supplier may by Written notice require the Company either to lift the suspension within twenty (20) Business Days or to treat the suspended part of the Order as cancelled under clause 12(d), in which case clause 12(e) applies. A suspension under this clause does not extend the ninety (90) day limit in clause 7(l), and the two periods together may not exceed ninety (90) days in aggregate for any Order.

(h) Third party claims. The Supplier indemnifies the Company against any third party claim arising out of the Supplier’s failure to perform its own obligations following a Change Order, cancellation or suspension, including any claim by a sub-tier supplier. This indemnity does not extend to a claim that arises solely because the Company has exercised a right under clause 12(d) or clause 12(g), and to which the Supplier’s own performance and mitigation have not contributed; the Supplier’s entitlement in that case is under clause 12(e).

(i) Non-cancellable designations. Any designation of Goods by the Supplier as non-cancellable or non-returnable is of no effect unless it is expressly agreed in Writing and stated in the Order.

(j) Reasonableness of this clause. The Parties agree that clauses 12(d), 12(e) and 12(g), and clause 13(d), satisfy the requirement of reasonableness in section 11 of UCTA, including as terms to which section 3(2)(b) of UCTA may apply, having regard to: the Supplier’s entitlement under clause 12(e) to full reimbursement of its unavoidable direct costs; the notice periods in clauses 12(d), 12(g) and 13(d); the Supplier’s right under clauses 7(l) and 12(g) to bring a prolonged deferral or suspension to an end; the fact that the Company purchases against forecasts of Customer demand it does not control; the matters recorded in clause 24(e); and the fact that the Supplier could have proposed, and the Company would have considered, a different allocation of that risk with a corresponding adjustment to the Price.

13. Supplier Default and Termination

(a) Termination for breach. The Company may terminate the Contract, in whole or in part, immediately by Written notice if the Supplier commits a material breach that is not capable of remedy, or that is capable of remedy and is not remedied within ten (10) Business Days of Written notice requiring its remedy. A termination under this clause extends only to the Order affected by the breach and to any other Order for the same Goods, and not to any other contract between the Parties. Nothing in this clause limits clause 13(b), under which the Company may terminate any or all other contracts between the Parties on the grounds stated in that clause.

(b) Immediate termination. The Company may terminate the Contract, and any or all other contracts between the Parties, in whole or in part, immediately by Written notice, and, subject to the last sentence of this clause, without any liability, if: (i) the Supplier becomes subject to an Insolvency Event; (ii) the Supplier fails to deliver by the due date, or fails to deliver any instalment, that failure is material, and it is not remedied within five (5) Business Days of Written notice from the Company requiring its remedy, provided that a termination on this ground extends only to the affected Order and to any other Order for the same Goods, and not to any other contract between the Parties, and provided further that this paragraph is an additional route to termination and does not limit clause 7(f)(i), under which the Company may terminate the affected Order immediately for any failure to deliver by the due date without materiality or cure; (iii) the Goods or Services are rejected under clause 8 and the Supplier fails to remedy within the period in clause 10(c), provided that a termination on this ground extends only to the affected Order and to any other Order for the same Goods, and not to any other contract between the Parties; (iv) the Supplier commits a material breach of clause 15, clause 16, clause 17 or clause 18, and either that breach is not capable of remedy, or it involves a Restricted Party or any Trade Controls, forced labour or human trafficking, bribery or corruption, an unauthorised disclosure or use of Confidential Information, or a personal data breach, or it is capable of remedy and is not remedied within five (5) Business Days of Written notice from the Company requiring its remedy; (v) the Supplier or any of its Supplier Personnel becomes a Restricted Party, or the Company reasonably believes that continued performance would breach any Trade Controls; (vi) the Supplier undergoes a change of control to which the Company objects under clause 22(d); (vii) the Supplier fails to maintain the insurance required by clause 19 and does not reinstate it within five (5) Business Days of Written notice from the Company requiring it to do so; or (viii) the Supplier fails to provide adequate assurance under clause 13(c). Termination under this clause does not relieve the Company of its obligation to pay for Goods delivered and Accepted, and Services performed and Accepted, before termination, subject to clauses 4(e), 4(f) and 4(i). Section 233B of the Insolvency Act does not restrict the Company’s exercise of any right under this clause, because that section restricts a supplier of goods or services, and not a customer, on the counterparty becoming subject to a relevant insolvency procedure; clause 13(h) applies where the Company is the Person affected.

(c) Adequate assurance. Where the Company has reasonable grounds to be insecure as to the Supplier’s ability or willingness to perform, including where the Company reasonably believes the Supplier may become subject to an Insolvency Event, the Company may by Written notice demand adequate assurance of due performance. The Supplier must provide assurance satisfactory to the Company, acting reasonably, within ten (10) Business Days of the demand, and the Company may suspend its own performance in respect of undelivered Goods and Services, and withhold payment for them, in the meantime; but the Company may not withhold payment for Goods already delivered, or Services already performed, in accordance with the Contract. A demand under this clause must state in Writing the grounds on which the Company is insecure and the assurance it requires. Where the Supplier fails to provide that assurance within that period, the Company may terminate under clause 13(b)(viii). This clause is a contractual right operating in addition to, and consistently with, the general law of anticipatory breach and renunciation. A failure to provide assurance is a ground of termination under clause 13(b)(viii) and is not, of itself, a renunciation of the Contract at law; the Company may treat the Contract as at an end under the general law only where the Supplier’s conduct amounts to a renunciation at law.

(d) Termination for convenience. The Company may terminate the Contract in whole or in part for convenience at any time by giving not less than ten (10) Business Days’ Written notice, or such shorter notice as the Supplier accepts in Writing. The notice must identify the part of the Contract terminated, and clause 12(e) applies to the consequences. The Company’s right under this clause is exercisable only on the footing that clause 12(e) is honoured, and clause 12(j) applies to it.

(e) Consequences of termination. On termination or expiry of the Contract for any reason, the Supplier must immediately: (i) refund all pre-payments and advance payments for Goods not delivered and Accepted and Services not performed and Accepted; (ii) deliver up all Company property under clause 7(k), all Confidential Information under clause 15(f), and all Personal Data under clause 18(j); (iii) at the Company’s option and against payment of the Supplier’s reasonable direct cost, deliver up all completed Goods, work in progress, materials, components and documentation allocated to the Order, title in which passes to the Company on payment; (iv) at the Company’s option, assign to the Company or novate to the Company or its nominee any sub-tier order, licence or arrangement relating to the Order; and (v) provide all information, drawings, tooling records, sub-tier details and manufacturing data the Company requires to procure the Goods or Services from an alternative source.

(f) Accrued rights. Termination does not affect any right, remedy, obligation or liability of either Party that has accrued as at termination.

(g) Survival. Clauses 1, 3(e), 4(b), 4(c), 4(d), 4(e), 4(f), 4(g), 4(j), 4(k), 5(c), 5(g), 5(i), 5(j), 7(h), 7(i), 7(j), 7(k), 8, 9, 10, 11, 12(e), 12(f), 12(h), 12(j), 13(e), 13(f), 13(h), 15, 16, 17, 18, 19, 20, 21, 22(b), 22(c), 23, 24 and 25, and every other clause that expressly or by implication is intended to survive, continue in full force and effect after termination or expiry.

(h) Insolvency of the Company — restrictions on the Supplier’s rights. The Parties acknowledge that section 233B of the Insolvency Act applies to a contract for the supply of goods or services to a company that becomes subject to a relevant insolvency procedure, and that under the Contract the Supplier is the supplier and the Company is the customer. Accordingly, to the extent that section applies: (i) any provision of the Contract or of any other agreement under which the Contract or any Order would terminate, or under which the Supplier would become entitled to terminate, to cease or suspend performance, to vary any right or obligation, or to take any other step, by reason of the Company becoming subject to a relevant insolvency procedure, ceases to have effect for so long as that section requires; (ii) the Supplier must not exercise any right to terminate the Contract or any Order by reason of an event occurring before the Company became subject to that procedure; (iii) the Supplier must not make it a condition of continued supply, or do any other thing that has that effect, that any outstanding charge in respect of a supply made before the Company became subject to that procedure is paid; and (iv) the Supplier may require payment in advance for supplies made after the Company became subject to that procedure only so far as section 233B permits it to do so. Nothing in this clause prevents the Supplier from terminating with the consent of the office-holder or of the Company, or with the permission of the court under section 233B(5) of the Insolvency Act on the ground that continuation of the Contract would cause the Supplier hardship. Any right suspended by the operation of this clause or of that section is suspended and not extinguished, and revives to the fullest extent the law allows once that section ceases to apply. This clause does not restrict any right of the Company, and in particular does not restrict clause 7(j), clause 13(a), clause 13(b) or clause 22(d).

(i) Supplier’s termination right. The Supplier may terminate the affected Contract by Written notice if: (i) the Company commits a material breach of that Contract that is not capable of remedy, or that is capable of remedy and is not remedied within ten (10) Business Days of Written notice from the Supplier specifying the breach and requiring its remedy; or (ii) the Company becomes subject to an Insolvency Event, subject to clause 13(h). Failure by the Company to pay an amount that is not the subject of a notice given in accordance with clause 4(e) or clause 4(f) within twenty (20) Business Days after Written notice from the Supplier that the amount is overdue is a material breach for the purposes of this clause. On termination under this clause the Company must pay for all Goods delivered and Accepted and all Services performed and Accepted, and clause 12(e) applies to the balance of the Order as if the Company had cancelled it under clause 12(d). This clause does not entitle the Supplier to suspend or delay performance, and clause 4(h) and clause 25(e) continue to apply.

14. Force Majeure

(a) Definition and relief. Neither Party is liable for delay or failure in performing its obligations under the Contract, other than an obligation to pay money, to the extent that the delay or failure results from a Force Majeure Event, being an event beyond the reasonable control of that Party, including act of God, earthquake, fire, explosion, flood, storm, act of terrorism, war or threat of war, civil disturbance, riot, act of government, embargo, or epidemic or pandemic.

(b) Exclusions. A Force Majeure Event does not include: (i) any increase in the cost or reduced availability of labour, materials, components, energy, duties, tariffs, freight or transport; (ii) any movement in exchange rates or interest rates; (iii) any industrial action or labour dispute confined to the workforce of the affected Party or of its sub-tier suppliers; (iv) any failure, default, insolvency or delay of a sub-tier supplier, unless the underlying cause would itself be a Force Majeure Event affecting the Supplier directly and no alternative source is reasonably available; (v) any event the affected Party could have avoided or overcome by taking reasonable precautions or by implementing reasonable business continuity or contingency arrangements; or (vi) any failure of the Supplier to obtain or maintain any licence, permit, authorisation or export approval.

(c) Notice and mitigation. The affected Party must notify the other in Writing within five (5) Business Days of becoming aware of the Force Majeure Event, giving full particulars, its expected duration and the steps being taken to mitigate it, and must keep the other informed. The affected Party must use all reasonable endeavours to mitigate and to resume performance. Relief is available only for so long as, and to the extent that, the Force Majeure Event actually prevents performance and the affected Party complies with this clause.

(d) Allocation of supply. Where a Force Majeure Event affects the Supplier’s capacity, the Supplier must allocate available Goods, materials and capacity to the Company on a basis no less favourable than that applied to any other customer, and must not divert to any other customer any Goods, materials or capacity allocated to the Company.

(e) Company’s rights. During a Force Majeure Event affecting the Supplier, the Company may procure the affected Goods or Services from an alternative source, and may reduce or cancel the affected part of the Order, in each case without any cancellation charge and without further liability except that clause 12(e) applies to the cancelled part as if the Company had cancelled it under clause 12(d), and the Company is not obliged to accept late performance.

(f) Termination. If a Force Majeure Event prevents, hinders or delays the Supplier’s performance for a continuous period of more than thirty (30) days, or for periods totalling more than forty-five (45) days in any six month period, the Company may terminate the Contract immediately by Written notice without liability. If a Force Majeure Event prevents, hinders or delays performance of the Contract by either Party for a continuous period of more than sixty (60) days, the Supplier may likewise terminate the affected Contract by Written notice to the Company, provided that it has complied with clauses 14(c) and 14(d). On a termination under this clause by either Party, the Company must pay for all Goods delivered and Accepted and all Services performed and Accepted before termination, no cancellation charge is payable, and, without affecting clause 13(e) or any right or liability accrued before termination, neither Party has any further liability to the other in respect of the terminated part of the Contract. This clause states the Parties’ agreed consequences of a supervening event affecting performance, and the Law Reform (Frustrated Contracts) Act 1943 does not apply to the Contract to the extent that section 2(3) of that Act permits its exclusion.

(g) No price increase. A Force Majeure Event does not entitle the Supplier to any increase in the Price or to recover any cost it incurs as a result of the event. This clause does not limit the Supplier’s entitlement under clause 12(e) as that clause is applied by clause 14(e).

15. Confidentiality

(a) Definition. Confidential Information of a Party (in that capacity, the Discloser) means all information relating to that Party, its business and, in the case of the Company, the Group and any Customer, that is disclosed to or obtained by the other Party (in that capacity, the Recipient) in connection with the Contract, in any form and whether or not marked confidential, including know-how, technology, source code, object code, software, designs, drawings, specifications, databases, documentation, discoveries, inventions, processes, methods, formulations, concepts, trade secrets, prototypes, plans, sourcing information, supplier and customer identities, pricing, cost breakdowns, forecasts, volumes and financial information, together with the existence and terms of the Contract and of any Order. Without limitation, the Supplier’s Confidential Information includes the cost, process, production, quality and sub-tier supply information the Company obtains under clause 3(i), clause 5(g), clause 12(b) or clause 12(f), and the Company’s Confidential Information includes the information described in this clause relating to the Group, any Customer, the Goods and the Services. Information that is a trade secret within the meaning of the Trade Secrets (Enforcement, etc.) Regulations 2018 is Confidential Information, and nothing in this clause limits the remedies available in respect of it under those Regulations or at law.

(b) Exclusions. Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of a duty of confidentiality owed to the Discloser; (ii) was lawfully in the Recipient’s possession at the time of disclosure and was not acquired from the Discloser or from a Person owing a duty of confidentiality to the Discloser, as evidenced by the Recipient’s pre-existing written records; or (iii) is independently developed by the Recipient without use of or reference to any Confidential Information, as evidenced by the Recipient’s contemporaneous written records.

(c) Obligations. Each Recipient must keep the Discloser’s Confidential Information secret, must use it exclusively for the purpose of performing, administering or enforcing the Contract, and must protect it using at least the measures it applies to its own confidential information of equivalent importance and in no event less than commercially reasonable measures. A Recipient may disclose Confidential Information only to those of its personnel, and to those professional advisers, who need to know it for that purpose and who are bound by obligations of confidentiality no less protective than this clause, and the Recipient remains liable for their acts and omissions. In addition, the Company may disclose the Supplier’s Confidential Information to any member of the Group, and to its auditors, insurers and financiers, on the same terms; and, to the extent necessary to satisfy a representation, certification, disclosure or reporting obligation it owes to a Customer or a regulator, including under clause 17, may disclose the compliance, provenance, origin and emissions information provided under clause 17, in each case disclosing only the minimum reasonably required and, so far as practicable, on terms of confidence.

(d) Compelled disclosure. If a Recipient is required by law or by any regulator or court to disclose Confidential Information, it must, so far as lawful, give the Discloser prompt prior Written notice and a reasonable opportunity to seek a protective order or other relief, must disclose only the minimum required, and must continue to protect the confidentiality of the remainder. Nothing in this clause 15 prevents a Person from making a protected disclosure under the Public Interest Disclosure Act 1998 or Part IVA of the Employment Rights Act 1996, from reporting a suspected offence to a law enforcement or regulatory authority, or from making any disclosure required by law.

(e) No publicity or use of marks. The Supplier must not issue any press statement or release, make any public announcement, use the Company’s name, marks, logo or images of the Goods, or refer to the Company as a customer or reference, without the Company’s prior Written consent.

(f) Return and destruction. At any time on the Discloser’s request, and on termination or expiry of the Contract, the Recipient must promptly return the Discloser’s Confidential Information or, at the Discloser’s option, destroy it and certify that destruction in Writing, other than one copy retained solely to the extent required by law or by the Recipient’s bona fide record retention policy, and any copy held in routine backup or archival systems that is not readily separable, each of which remains subject to this clause for so long as it is retained.

(g) Ownership and duration. Ownership of and title to Confidential Information, and to any derivative work, improvement or modification of it, remains at all times with the Discloser. The obligations in this clause continue for five (5) years after termination or expiry of the Contract, except that they continue without limit of time in respect of information that is a trade secret, source code, or Personal Data, and in respect of the Company’s Confidential Information relating to a Customer, for so long as that information retains the character of Confidential Information.

(h) Breach. A Recipient must notify the Discloser promptly of any unauthorised access to, disclosure of, or use of the Discloser’s Confidential Information, and must cooperate with the Discloser to prevent further unauthorised access, disclosure or use. Each Party acknowledges that damages may be an inadequate remedy for breach of this clause and that the other Party is entitled to seek injunctive and other equitable relief, and that nothing in this clause obliges a court to grant it.

(i) Artificial intelligence systems. A Recipient must not input, upload, submit or otherwise disclose any of the Discloser’s Confidential Information to any third party artificial intelligence, machine learning, large language model or generative system, or to any other system or service that retains, stores, trains on or otherwise learns from the inputs given to it, without the Discloser’s prior Written consent. Where consent is given, the Recipient must comply with any condition the Discloser imposes, including as to the system used, the data retention and training settings applied, and the records kept. This clause applies in addition to clause 15(c), and a disclosure in breach of it is a breach of this clause 15 for the purposes of clauses 13(b)(iv) and 21(a)(iv). Clause 18(b) applies separately, and more strictly, to Personal Data.

16. Intellectual Property

(a) Company Intellectual Property Rights. Except as expressly provided in a separate written agreement, the Company retains all Intellectual Property Rights contained in or arising out of the Company’s specifications, drawings, designs, tooling, materials, data and the results of the Services. All of the Company’s Intellectual Property Rights are the sole and exclusive property of the Company or its licensors. The Supplier acquires no ownership interest in, right to, or licence under any of them by performing the Contract, and any goodwill derived from the Supplier’s use of them accrues to the Company.

(b) Limited licence. The Company grants the Supplier a non-exclusive, non-transferable, revocable licence to use the Company’s Intellectual Property Rights solely to the extent necessary to perform the Contract. The Supplier must not use them for any other purpose, must not take any action adverse to or interfering with them, and must not alter, obscure or remove any of the Company’s marks or proprietary rights notices.

(c) Assignment of developed Intellectual Property Rights. All Intellectual Property Rights created, developed or first reduced to practice by the Supplier or Supplier Personnel in the course of performing the Contract, or in any deliverable, design, drawing, tooling, report, data or software specifically developed for the Company under the Contract, vest in the Company on creation and, to the extent they do not so vest, are assigned to the Company by the Supplier absolutely, by way of present assignment of future rights, free of encumbrance and without further payment. Neither this clause nor clause 16(a) assigns or vests in the Company, and the Company acquires no ownership interest in, any Intellectual Property Rights of the Supplier that exist at the date of the Order, that the Supplier creates independently of the Contract, or that consist of general manufacturing know-how, process improvements, tooling designs or techniques of general application to the Supplier’s business and are not specific to the Company, to the Goods as specified by the Company, or to any Specification, design, drawing or Confidential Information of the Company. Clause 16(e) applies to any such rights that are incorporated in the Goods, the Services or any deliverable. The Supplier must procure from each of the Supplier Personnel all assignments, consents and waivers necessary to give effect to this clause. In England and Wales:

(i) Copyright and future copyright. An assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor, as section 90(3) of the Copyright, Designs and Patents Act 1988 requires; and an agreement in writing signed by or on behalf of a prospective owner of future copyright, purporting to assign that copyright to another, vests the copyright in the assignee on its coming into existence, as section 91(1) of that Act provides. These Conditions constitute that writing, the Supplier signs or is treated as signing them by accepting the Order under clause 2(c)(i), and the Supplier must on request execute a confirmatory assignment or deed of assignment. Where copyright would otherwise vest in an employer under section 11(2) of that Act, or in a commissioning party, the Supplier must procure the assignment of that copyright to the Company. Where the Supplier accepts an Order otherwise than by Written acceptance signed on its behalf, the assignment in this clause takes effect in equity and the Supplier must, within five (5) Business Days of Written request, execute a written assignment in the form the Company requires so as to vest the legal title in the Company.

(ii) Moral rights. Moral rights under Chapter IV of the Copyright, Designs and Patents Act 1988 may be waived by an instrument in writing signed by the person giving up the right, as section 87 of that Act provides. The Supplier must procure from each individual author an unconditional written waiver of all moral rights in every work created under the Contract, in favour of the Company, the Group and their licensees and successors in title, extending to existing and future works, and must deliver those waivers to the Company on request. Where a waiver is ineffective in any jurisdiction, the Supplier must instead procure a written consent to all acts and omissions of the Company, the Group and their licensees that would otherwise infringe those rights, and an undertaking not to assert them.

(iii) Patents, designs and trade marks. An assignment of a patent or of an application for a patent is void unless it is in writing signed by or on behalf of the assignor, as section 30(6) of the Patents Act 1977 requires; an assignment of a registered design or of a design application must be in writing signed by or on behalf of the assignor, as section 15B(3) of the Registered Designs Act 1949 requires; an assignment of UK unregistered design right must be in writing signed by or on behalf of the assignor, as section 222(3) of the Copyright, Designs and Patents Act 1988 requires, and section 223 of that Act permits a present assignment of future design right; and an assignment of a registered trade mark must be in writing signed by or on behalf of the assignor, as section 24(3) of the Trade Marks Act 1994 requires. The Supplier must on request execute every document required to give effect to those assignments and to record them on the relevant register, and clause 16(d) applies.

(iv) Employee inventions and compensation. The Supplier warrants that its arrangements with Supplier Personnel are sufficient to vest in it, and to enable it to assign to the Company, all Intellectual Property Rights covered by this clause. The Parties acknowledge that sections 39 to 43 of the Patents Act 1977 govern the ownership of an employee’s invention and an employee’s right to compensation for an invention or patent of outstanding benefit to the employer, and that section 42(2) of that Act renders unenforceable any contract term that diminishes an employee’s rights in inventions made by that employee. Nothing in this clause purports to diminish any such right. The Supplier is responsible for, and indemnifies the Company and the Group against, any claim by any of the Supplier Personnel for ownership of, or for compensation or further remuneration in respect of, any Intellectual Property Rights assigned or purportedly assigned under this clause, and against the cost of investigating and defending any such claim.

(v) Formalities and registration. No registration or other formality is required in England and Wales for the assignment effected by this clause to be effective as between the Parties, but the Company may record any assignment on the relevant register, including under section 33 of the Patents Act 1977 and section 25 of the Trade Marks Act 1994, and the Supplier must provide all assistance required to do so. The Supplier acknowledges that a failure to register a transaction within the period allowed may affect the assignee’s remedies, and must provide the assistance the Company requires within that period.

(vi) No undisclosed artificial intelligence generation. The Supplier warrants that no deliverable, design, drawing, report, data, software or other material provided to the Company under the Contract, and no material part of any of them, has been generated by an artificial intelligence, machine learning, large language model or generative system without the Supplier’s prior Written disclosure of that fact to the Company, identifying the material concerned and the system used. The Supplier acknowledges that a work generated by a computer in circumstances such that there is no human author is a computer-generated work within the meaning of section 178 of the Copyright, Designs and Patents Act 1988, that section 9(3) of that Act treats the author of such a work as the person by whom the arrangements necessary for its creation are undertaken, that the duration of copyright in such a work is limited by section 12(7) of that Act, and that material generated without sufficient human authorship may attract no copyright at all, so that the assignment effected by this clause 16(c) would convey little or nothing in respect of it. Where the Supplier makes a disclosure under this paragraph, the Company may reject the material, require it to be replaced by material of human authorship at the Supplier’s cost, or accept it on any condition the Company notifies. A breach of this paragraph is a breach of clause 16 for the purposes of clauses 13(b)(iv) and 21(a)(iv).

(d) Further assurances. The Supplier must, at the Company’s request and at the Supplier’s cost, promptly execute all documents and do all things necessary to vest, perfect, record or enforce the Company’s Intellectual Property Rights under clause 16(c), including assisting with any application, prosecution, registration or proceeding.

(e) Licence of Supplier Intellectual Property Rights. To the extent any deliverable, Goods or Services incorporate Intellectual Property Rights owned by the Supplier or a third party, the Supplier grants, and must procure the grant of, to the Company and the Group a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence, with the right to sublicense to Customers, distributors, contractors and end users, to use, install, configure, operate, maintain, repair, modify, resupply and dispose of the Goods and deliverables and to permit others to do so. The Supplier must disclose in Writing all open source and third party software incorporated in the Goods and the licence terms applying to it, and must not incorporate any component whose licence terms would require the disclosure or licensing of the Company’s Intellectual Property Rights.

(f) Continuity of software and firmware. Where the Goods contain software or firmware essential to their operation, the Supplier must, on request, enter into a source code escrow or equivalent continuity arrangement on terms reasonably required by the Company, with release triggers including an Insolvency Event affecting the Supplier, discontinuation of support, and material failure to maintain the software.

(g) Non-infringement and IP Claims. The Supplier warrants that the Goods and Services, and their supply, use, resupply and disposal, do not and will not infringe the Intellectual Property Rights of any Person. That warranty, and the obligations in this clause 16(g), are given subject to the same carve-out as the indemnity in clause 16(h), and to no other qualification. If any allegation of infringement is made against the Company, the Group or any Customer (an IP Claim), the Supplier must at its own expense and at the Company’s option: (i) obtain for the Company, the Group and its Customers the right to continue using the Goods or Services; (ii) replace them with non-infringing equivalents of at least equal quality and functionality; (iii) modify them so that they become non-infringing without loss of functionality; or (iv) accept their return and refund the Price in full together with all Removal Costs.

(h) IP indemnity. The Supplier must indemnify, defend and hold harmless the Company, the Group, their officers, employees and Customers against any IP Claim, including all liabilities, damages, losses, costs and expenses, including legal costs on an indemnity basis.

Carve-out for the Company’s own design. The Supplier’s obligations under clause 16(g) and this clause 16(h) do not apply to the extent that the IP Claim arises solely from the Supplier’s compliance with a design or Written Specification supplied by the Company to the Supplier (including a Specification imposed under clause 5(b)), where the Supplier neither selected, contributed nor modified the element said to infringe, and the Supplier promptly notified the Company in Writing, before performing the affected part of the Order, of any infringement risk of which it was or ought reasonably to have been aware. The Supplier bears the burden of establishing both limbs. In every other case those obligations apply in full, including where the Goods or Services are made pursuant to or in compliance with the Supplier’s own design, instruction, specification or component selection, and including where a design or Specification supplied by the Company is one of several causes of the IP Claim. This carve-out is consistent with clauses 5(a), 5(b) and 16(a), under which the Company may supply or direct a design or Specification, and does not limit clause 16(i).

The Supplier has conduct of the defence and settlement of an IP Claim on notice from the Company, provided that it must not admit liability on behalf of the Company or settle in any manner that imposes any obligation or restriction on the Company or any Customer without the Company’s prior Written consent, and the Company may participate in the defence with its own counsel at its own cost. If the Supplier fails to assume the defence promptly, the Company may defend and settle the IP Claim at the Supplier’s cost.

(i) No Company liability. Under no circumstances does the Company have any liability for any IP Claim arising from the Supplier’s designs, specifications, manufacturing processes, or inclusion of third party materials or components.

(j) Remedies not exclusive. The remedies in clause 16(g) are the Company’s primary remedies for infringement of third party Intellectual Property Rights, but nothing in this clause limits or excludes the Supplier’s obligations under clause 16(h) or clause 20, the Company’s right to any other remedy at law or in equity, including damages for lost profits, consequential loss, cost of cover and Removal Costs, or the Company’s right to terminate the Contract or reject the Goods or Services.

(k) Unlimited liability. The Supplier’s liability under this clause 16 is unlimited in amount and duration.

17. Compliance

(a) General. The Supplier must comply, and must procure that Supplier Personnel and its sub-tier suppliers comply, with all laws, regulations, standards, licences, permits and codes applicable to the Supplier, to the Goods and Services, and to the performance of the Contract, in every jurisdiction of manufacture, transit, delivery and intended use. That obligation includes the Health and Safety at Work etc. Act 1974, under which the Supplier owes duties as a designer, manufacturer, importer or supplier of articles and substances for use at work under section 6 of that Act, and as an employer under sections 2 and 3, together with the Management of Health and Safety at Work Regulations 1999, the Provision and Use of Work Equipment Regulations 1998, the Supply of Machinery (Safety) Regulations 2008 where they apply, and the Control of Substances Hazardous to Health Regulations 2002; and section 6(8) of the Health and Safety at Work etc. Act 1974 does not relieve the Supplier of any duty under section 6, and no provision of the Contract operates as a written undertaking for the purposes of that subsection unless the Company expressly so states in Writing. Where the Supplier engages Supplier Personnel in the United Kingdom, that obligation also includes the Employment Rights Act 1996, the National Minimum Wage Act 1998, the Working Time Regulations 1998, the Equality Act 2010 and, where applicable, the Agency Workers Regulations 2010 and the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003. The Supplier must comply with the Company’s supplier code of conduct, should one exist and be notified to the Supplier in Writing, and with any other policy so notified.

(b) Trade Controls. The Supplier represents, warrants and undertakes that: (i) it has determined, and is solely responsible for ensuring ongoing compliance with, all applicable export control, import control, sanctions, trade compliance, anti-boycott and economic restriction laws and regulations (together, Trade Controls) of every relevant jurisdiction, including the jurisdiction of the Company, the country of manufacture, the country of any component of the Goods, and every country of transit or delivery; (ii) the Goods, Services and all related technology and technical data are eligible for export, re-export, transfer or supply to the Company and to the Delivery Point without violation of any Trade Controls, and it will provide the applicable export control classification, control entry or a statement that no licence is required; and (iii) neither the Supplier, nor any of its Supplier Personnel, sub-tier suppliers or sources of the Goods, is a Restricted Party. The applicable United Kingdom regimes are: the Export Control Act 2002 and the Export Control Order 2008, together with the UK Strategic Export Control Lists and the controls on the export, transfer, brokering and provision of technical assistance imposed by that Order, including the military end-use and WMD end-use catch-all controls; Regulation (EU) 2021/821 as it forms part of the law of England and Wales (the retained dual-use regulation) and the Trade in Torture etc. Goods (Amendment) Regulations 2020 where relevant; the Sanctions and Anti-Money Laundering Act 2018 and the regulations made under it, including the Russia (Sanctions) (EU Exit) Regulations 2019; the Customs and Excise Management Act 1979; and the Taxation (Cross-border Trade) Act 2018. They are administered by the Export Control Joint Unit within the Department for Business and Trade, the Office of Financial Sanctions Implementation within HM Treasury, the Foreign, Commonwealth and Development Office, HM Revenue & Customs and Border Force. The lists that must be screened are the UK Sanctions List and the Consolidated List of Financial Sanctions Targets in the UK, the UN Security Council Consolidated List and, to the extent those measures apply, the lists maintained by the other authorities named in the definition of Sanctions Authority. Where United States anti-boycott rules apply, including Part 760 of the Export Administration Regulations and section 999 of the Internal Revenue Code, the Supplier must comply with them and must report to the Company any boycott-related request it receives in connection with the Contract; and each Party acknowledges that the Protection of Trading Interests (US Cuban Assets Control Regulations) Order 1992 and any direction or order made under the Protection of Trading Interests Act 1980 may prohibit compliance with certain extraterritorial measures, and neither Party is required by this clause to act in breach of any such prohibition.

(c) Prohibited dealings. The Supplier must not source, manufacture, sell, export, re-export, transfer, tranship or supply the Goods or Services, directly or indirectly, in violation of any Trade Controls, including to or through any country, territory or region subject to comprehensive sanctions or embargo, or any Restricted Party. The Supplier warrants that it has no knowledge or reason to believe that the Goods or Services will be used, directly or indirectly, in any prohibited end use, including any activity related to weapons of mass destruction, missiles, unmanned aerial vehicles, nuclear proliferation, or restricted military or surveillance applications.

(d) Country of origin and marking. The Supplier warrants that the country of origin stated on its documentation is accurate and determined in accordance with applicable customs law, and that the Goods and their containers are legibly and durably marked with the country of origin where marking is required. The Supplier must notify the Company in Writing before despatch of any change to the country of origin or place of manufacture of any Goods from that previously advised, and indemnifies the Company against all loss arising from an inaccurate origin declaration or marking failure. Non-preferential origin is determined under Part 1 of the Taxation (Cross-border Trade) Act 2018 and the Customs (Origin of Chargeable Goods) (EU Exit) Regulations 2020, and preferential origin under the rules of origin in the applicable trade agreement and its implementing regulations; the Supplier must supply the statement on origin, supplier’s declaration, or certificate of origin, and the supporting production and cost records, required to substantiate any preferential claim, and must retain those records for the period the relevant agreement requires. Any representation as to the origin of the Goods must not be misleading for the purposes of the Business Protection from Misleading Marketing Regulations 2008 or, where the Goods are onward supplied to consumers, the Consumer Protection from Unfair Trading Regulations 2008 and Part 4 of the Digital Markets, Competition and Consumers Act 2024, and the Supplier warrants that every origin representation it makes satisfies those requirements.

(e) Domestic content, social value and procurement requirements. Where the Order states that the Goods are intended for a project subject to any domestic content, local content, social value or origin-based procurement requirement, the Supplier must provide the certifications, manufacturing cost data and supporting evidence required to establish compliance, warrants that every certification it gives is accurate, and must notify the Company immediately of any change affecting its accuracy. The United Kingdom regimes that may apply are the Procurement Act 2023 and the regulations and procurement policy notes made under it, including the National Procurement Policy Statement and the requirements as to supplier exclusion, debarment and the assessment of social value; the Public Services (Social Value) Act 2012; the procurement policy notes applying to the sourcing of steel and to carbon reduction plans; and the conditions attaching to any publicly funded programme identified in the Order. The Supplier must provide the information the Company requires to answer any question in a standard selection questionnaire or to satisfy any condition of grant funding, and must notify the Company immediately if it, or any of its connected persons, becomes subject to a mandatory or discretionary exclusion ground or is entered on the debarment list under the Procurement Act 2023.

(f) Network and supply chain security. The Supplier represents and warrants that the Goods do not constitute, and do not contain, any equipment, service or component from a vendor that is prohibited, restricted or designated as a security risk under any applicable telecommunications security, critical infrastructure or supply chain restriction regime, and that it does not use any such equipment as a substantial or essential component of any system used in the production of the Goods. The Supplier must provide a Written representation to that effect in the form the Company requires, must notify the Company immediately if the representation ceases to be accurate, and must provide the supply chain information the Company requires to make its own representations to Customers and regulators. The United Kingdom regimes are the Telecommunications (Security) Act 2021 and sections 105A to 105Z29 of the Communications Act 2003, including the security duties owed by providers of public electronic communications networks and services, any designated vendor direction and designation notice given under sections 105Z1 to 105Z11, the Electronic Communications (Security Measures) Regulations 2022 and the Telecommunications Security Code of Practice issued under section 105E; the Network and Information Systems Regulations 2018; the National Security and Investment Act 2021, under which the acquisition of control of certain entities and assets in the communications sector is notifiable; and the debarment and exclusion provisions of the Procurement Act 2023. The Supplier must provide the declarations, attestations and provenance information the Company requires to satisfy each of those obligations and to answer any request from Ofcom, the National Cyber Security Centre or any other competent authority, and must notify the Company within five (5) Business Days of any change in its direct or indirect ownership or control.

(g) Anti-bribery and anti-corruption. The Supplier must comply with all applicable anti-bribery, anti-corruption, anti-money laundering, anti-facilitation of tax evasion and fraud laws, and must not offer, promise, give, request, agree to receive or accept any bribe, kickback, facilitation payment or other improper advantage in connection with the Contract. The Supplier must maintain adequate procedures designed to prevent such conduct by Supplier Personnel and sub-tier suppliers, must maintain accurate books and records of all payments made in connection with the Contract, and must provide evidence of those procedures and records on request. The applicable United Kingdom statutes are the Bribery Act 2010, including the offences in sections 1 and 2 (bribing another person and being bribed), section 6 (bribery of a foreign public official) and section 7 (failure of a commercial organisation to prevent bribery by an associated person, to which the adequate procedures defence in section 7(2) applies, and in respect of which the Supplier is an associated person of the Company for the purposes of section 8 when it performs services for or on behalf of the Company); sections 45 and 46 of the Criminal Finances Act 2017 (failure to prevent the criminal facilitation of United Kingdom and foreign tax evasion, to which the reasonable prevention procedures defence applies); the failure to prevent fraud offence in Part 5 of the Economic Crime and Corporate Transparency Act 2023, to which the reasonable fraud prevention procedures defence applies; the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; and section 1304 of the Corporation Tax Act 2009 and section 55 of the Income Tax (Trading and Other Income) Act 2005 (no deduction for crime-related payments). Statutes with extraterritorial effect that may also apply include the United States Foreign Corrupt Practices Act. The Supplier acknowledges that the Bribery Act 2010 recognises no exception for facilitation payments, that the prohibition in this clause is absolute, and that the Supplier must maintain, and on request evidence to the Company, procedures proportionate to the bribery risk it presents, so that the Company can rely on the defence in section 7(2) of that Act in respect of the Supplier’s conduct. Breach of this clause is a material breach entitling the Company to terminate immediately under clause 13(b).

(h) Modern slavery and responsible labour. The Supplier warrants that no Goods, and no component, input or raw material of any Goods, are produced, mined, manufactured or transported wholly or in part using forced labour, bonded labour, indentured labour, convict labour, child labour or human trafficking, including in any region subject to a presumption or finding of forced labour. The Supplier must comply with all applicable modern slavery, human trafficking and forced labour laws, must take reasonable steps to identify and address those risks in its supply chain, must provide supply chain traceability and due diligence information on request, and must provide such information as the Company reasonably requires to prepare any statement or disclosure or to respond to a Customer or regulator enquiry. The applicable United Kingdom laws include the Modern Slavery Act 2015, in particular the offences in sections 1, 2 and 4 of that Act and the transparency in supply chains duty in section 54 of that Act, under which a commercial organisation carrying on business in the United Kingdom with a turnover at or above the prescribed threshold must publish a slavery and human trafficking statement for each financial year, approved by the board and signed by a director, and must publish it on its website with a prominent link from the homepage. Where the Company is subject to the duty in section 54, the Supplier must provide the information the Company requires to prepare its statement within the time the Company notifies. The Supplier must, where section 54 applies to the Supplier, publish its own statement and provide the Company with a link to it. Where Goods the Company resupplies are subject to a foreign forced labour import prohibition or presumption, including under the United States Uyghur Forced Labor Prevention Act and section 307 of the Tariff Act of 1930, and the European Union prohibition on products made with forced labour, the Supplier must provide the evidence required to rebut the presumption or to answer any detention. The Supplier must also comply with the Gangmasters (Licensing) Act 2004 and the licensing standards of the Gangmasters and Labour Abuse Authority where it engages labour in a regulated sector.

(i) Responsible minerals. The Supplier must provide, on request, all information the Company requires regarding the presence, source, smelter and chain of custody of tin, tantalum, tungsten, gold, cobalt, mica and any other designated mineral in the Goods, sufficient to enable the Company or any Customer to meet any applicable responsible sourcing, conflict minerals or supply chain due diligence obligation. The obligation in this clause is contractual. The Parties acknowledge that Great Britain has no domestic conflict minerals statute, that Regulation (EU) 2017/821 applies in Northern Ireland under the Windsor Framework and may apply to Goods placed on the market there, and that the Company owes obligations to Customers that are themselves subject to foreign regimes including section 1502 of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act and that Regulation. The obligation is framed by reference to the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and to the Responsible Minerals Initiative Conflict Minerals Reporting Template and Extended Minerals Reporting Template. The Supplier must complete and keep current the reporting templates the Company nominates, and clause 17(h) applies to the labour conditions in the relevant supply chain.

(j) Product and environmental compliance. The Supplier warrants that the Goods comply with all applicable product safety, electrical safety, electromagnetic compatibility, telecommunications, radio, energy efficiency, chemical content, hazardous substance, construction product, packaging and end-of-life requirements applicable in the country of delivery and in any country the Company has notified the Goods are destined for, and that the Goods bear all required conformity markings. The Supplier must provide all declarations of conformity, declarations of performance, test reports, certificates, safety data sheets, chemical content declarations, registration numbers and warning materials the Company requires to import, hold, resupply, install and dispose of the Goods lawfully, together with the technical documentation each regime requires to be held and made available to a market surveillance authority, and must retain that documentation for the period each regime requires and in any event for the period stated in clause 5(i). The applicable regimes for England and Wales are:

(i) General product safety: the General Product Safety Regulations 2005, including the general safety requirement, the producer and distributor duties, the duty to notify a market surveillance authority of a product that poses risks, and the enforcement powers of that authority; in Northern Ireland, Regulation (EU) 2023/988 on general product safety as it applies there under the Windsor Framework; and any requirement made under the Product Regulation and Metrology Act 2025 or under regulations made under it that applies to the Goods;

(ii) Electrical safety, EMC and radio: the Electrical Equipment (Safety) Regulations 2016, the Electromagnetic Compatibility Regulations 2016 and the Radio Equipment Regulations 2017, including the obligations of manufacturers, importers and distributors under each of them, the requirement to draw up the EU or UK declaration of conformity and the technical documentation, and the requirement to affix the conformity marking and the manufacturer’s and importer’s name and address;

(iii) Conformity marking: the UKCA marking and, where the Goods are within the scope of the arrangements permitting continued recognition of CE marking in Great Britain, the CE marking, in each case applied and supported by the declaration of conformity, technical file and test evidence required for the Company or its nominee to discharge the obligations of an importer or distributor. The Supplier must state which marking has been applied, must provide the declaration in English, and must notify the Company in Writing before despatch of any change in the marking basis, in the approved body involved, or in the designated or harmonised standards relied on. In Northern Ireland, the marking and conformity assessment arrangements applying under the Windsor Framework apply instead, and the Supplier must supply Goods and documentation that satisfy them where the Order so states;

(iv) Hazardous substances and chemicals: the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2012; Regulation (EC) No 1907/2006 as it forms part of the law of England and Wales (UK REACH), together with the REACH Enforcement Regulations 2008, including registration of substances, the authorisation and restriction regimes, and the duty under Article 33 of UK REACH to communicate information about a substance of very high concern present in an article above the applicable concentration, in respect of which the Supplier must notify the Company in Writing before despatch and provide the information the Company requires to pass it on; Regulation (EC) No 1272/2008 as it forms part of the law of England and Wales (GB CLP); and the Persistent Organic Pollutants Regulations 2007 where applicable;

(v) Construction products: where the Goods are cables or other products intended for permanent incorporation into construction works, Regulation (EU) No 305/2011 as it forms part of the law of England and Wales and the Construction Products Regulations 2013, under which the Supplier must draw up a declaration of performance in accordance with the applicable designated or harmonised standard, including BS EN 50575 for the reaction to fire performance of cables, must state the Euroclass achieved and the system of assessment and verification of constancy of performance applied, must identify the approved or notified body, and must affix the required marking. This paragraph applies to the characteristics and documentation of the Goods as products. It does not oblige or permit the Supplier to carry out any construction operation, and clause 4(k) is unaffected;

(vi) Energy efficiency and ecodesign: the Ecodesign for Energy-Related Products and Energy Information Regulations 2021 and any ecodesign or energy labelling requirement applying to the Goods;

(vii) Packaging, e-waste and product stewardship: the extended producer responsibility obligations for packaging referred to in clause 6(a); the Waste Electrical and Electronic Equipment Regulations 2013 and the Waste Batteries and Accumulators Regulations 2009 where applicable; the duty of care in section 34 of the Environmental Protection Act 1990 and the Waste (England and Wales) Regulations 2011; and Part 2 of the Finance Act 2021 (plastic packaging tax); and

(viii) Security of connectable products: Part 1 of the Product Security and Telecommunications Infrastructure Act 2022 and the Product Security (Security Requirements for Relevant Connectable Products) Regulations 2023. Where any Goods are a relevant connectable product, the Supplier must ensure they satisfy each applicable security requirement, must supply the statement of compliance in the form those Regulations require, must publish and provide the information about the defined support period that they require, must notify the Company immediately if it becomes aware that the Goods do not comply or of any compliance failure it is required to investigate, and must remedy the non-compliance at its own cost. The Supplier must also give the Company, within twenty-four (24) hours of becoming aware of it, all information the Company requires in relation to any cyber security incident, ransomware demand or extortion payment connected with the Goods, the Services or the Supplier’s systems used to produce or support them, so that the Company can meet any reporting obligation it owes.

(k) Information for onward certification. On the Company’s request at any time, whether before or after delivery, the Supplier must promptly provide at its own cost all information, documentation, certification, declaration or assistance the Company requires to verify or maintain its own compliance, or to satisfy any representation, certification or disclosure obligation the Company owes to any Customer or regulator, and must ensure that everything it provides is accurate and complete.

(l) Audit and suspension. The Company may audit the Supplier’s compliance with this clause 17, including by document review, questionnaire and on-site audit under clause 5(g). If at any time the Company reasonably believes, or is notified, that the transaction, the Goods or the Services may violate any Trade Controls or any obligation in this clause 17, the Company may, without liability and in addition to every other right: (i) suspend or terminate the Contract immediately; (ii) withhold payment, delivery or Acceptance; and (iii) require the Supplier to remedy the issue at its own expense. A withholding of payment under this clause is a withholding under clause 4(f) where the Company disputes the amount, or holds a claim to which it relates, bona fide and on reasonable grounds; in every other case clause 4(g) applies and interest continues to accrue.

(m) Indemnity. The Supplier must fully indemnify, defend and hold harmless the Company, the Group and their directors, officers and employees from and against all losses, liabilities, claims, damages, costs, expenses and proceedings arising from or related to any breach of this clause 17 by the Supplier, Supplier Personnel or any sub-tier supplier, including the costs of investigating, defending and remedying any such matter, and any liability to a third party, together with legal costs on an indemnity basis and the cost of any detention, seizure, forfeiture, re-export or destruction of the Goods. Clause 20(e) applies to this indemnity, and it does not extend to any fine or penalty imposed on the Company or on a member of the Group in respect of its own contravention. The Supplier’s liability under this clause is unlimited in amount and duration.

(n) Emissions, energy and climate data. The Supplier must, on the Company’s Written request and at its own cost, provide within thirty (30) days (or, where the request relates to a reporting deadline notified by the Company, within the period the Company notifies, being not less than twenty (20) Business Days) accurate and complete data on: (i) the greenhouse gas emissions attributable to the Goods and Services supplied to the Company, including Scope 1 and Scope 2 emissions of the Supplier and, so far as it is reasonably able, the Scope 3 emissions in its own upstream supply chain, together with product- or category-level emissions intensity data; (ii) the energy consumed in producing and transporting the Goods; (iii) the methodology, emission factors, boundaries, base year and assumptions used, and whether the data is measured, calculated or estimated; and (iv) any assurance, verification or third party review obtained in respect of that data. The data must be prepared on a basis consistent with the Greenhouse Gas Protocol Corporate Standard and Corporate Value Chain (Scope 3) Standard, or with any other methodology the Company reasonably nominates, so that the Company can meet its own reporting obligations, including the streamlined energy and carbon reporting requirements in the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, any climate-related financial disclosure requirement applying to it, any obligation under the Energy Savings Opportunity Scheme Regulations 2014, and any equivalent obligation it owes to a Customer or regulator. Where the Goods are within the scope of a carbon border adjustment mechanism applying on importation into the United Kingdom or into any market to which the Company resupplies, the Supplier must provide the embedded emissions data and supporting evidence that mechanism requires. The Supplier warrants that the data it provides is accurate and not misleading, must notify the Company promptly if it becomes aware that data previously provided was inaccurate, must retain the supporting records for not less than seven (7) years, and must provide reasonable assistance to any assurance provider engaged by the Company. Data provided under this clause is the Supplier’s Confidential Information and clause 15 applies to it.

18. Data Protection

(a) Definitions. In this clause, Personal Data has the meaning given in Article 4(1) of the UK GDPR, and the terms controller, processor, processing, data subject, personal data breach and supervisory authority have the meanings given in Article 4 of the UK GDPR. Data Protection Law means all privacy, data protection, data localisation, data breach notification and electronic communications laws, regulations, binding codes and regulator guidance applicable to the Parties or to the processing of Personal Data under the Contract. In the United Kingdom, Data Protection Law comprises the UK GDPR; the Data Protection Act 2018, including Part 2 (general processing), Part 3 (law enforcement processing) where applicable, and the exemptions in Schedules 2 to 4; the Privacy and Electronic Communications (EC Directive) Regulations 2003; the Data (Use and Access) Act 2025 so far as it amends any of them; and the codes of practice and guidance issued by the Information Commissioner. The regulator is the Information Commissioner. Where the Supplier processes Personal Data on behalf of the Company it acts as a processor and the Company acts as controller, and this clause 18 is the Parties’ written contract for the purposes of Article 28(3) of the UK GDPR; where each Party determines the purposes and means of its own processing it acts as an independent controller in respect of that processing. The particulars required by Article 28(3) of the UK GDPR are stated in the Order or in a processing schedule identified in it and, where the Order states none of them, are as follows: the subject-matter of the processing is the performance of the Contract; the duration of the processing is the term of the Contract together with any period permitted by clause 18(j); the nature and purpose of the processing are the receipt, storage and use of contact and delivery details, and of the identifiers necessary to deliver the Goods, to perform the Services and to administer warranty, Recall and traceability obligations; the type of Personal Data is business contact data, being names, job titles, business addresses, business telephone numbers and business email addresses, together with delivery site access details; and the categories of data subject are the Company’s and the Group’s employees, contractors and representatives and those of its Customers and site owners. Where Goods containing data are returned to the Supplier under clause 10(g), the Personal Data those Goods contain is also processed by the Supplier as a processor, and the only permitted purpose of that processing is the secure storage, erasure or destruction of that data on the Company’s instruction. The Supplier must not process any special category or criminal offence data under the Contract, and must notify the Company in Writing before any processing that would fall outside these particulars.

(b) Processing on documented instructions. The Supplier must process Personal Data received from or on behalf of the Company only on the Company’s documented instructions, including as to any transfer of Personal Data to a country outside the United Kingdom, only to the extent necessary to perform the Contract, and for no other purpose, as Article 28(3)(a) of the UK GDPR requires; the Order and these Conditions are the Company’s initial documented instructions. The Supplier must not sell, share, retain or use Personal Data for its own purposes, for training any model, or for any commercial purpose of its own. Where the Supplier is required by law to process Personal Data otherwise than on those instructions, it must inform the Company of that legal requirement before processing, unless the law prohibits it from doing so. The Supplier must immediately inform the Company if, in its opinion, an instruction infringes Data Protection Law.

(c) Security. The Supplier must implement and maintain appropriate technical and organisational measures, appropriate to the risk and sufficient to satisfy Article 32 of the UK GDPR, to protect Personal Data and the Company’s data against loss, misuse, and unauthorised or unlawful processing, access, disclosure, alteration and destruction, including pseudonymisation and encryption where appropriate, access control, encryption in transit and at rest, logging, vulnerability management, secure development, resilience and business continuity measures, and a process for regularly testing and evaluating their effectiveness.

(d) Personnel. The Supplier must ensure that all Supplier Personnel with access to Personal Data are subject to a binding obligation of confidentiality, as Article 28(3)(b) of the UK GDPR requires, are appropriately trained, and have access only on a need to know basis. The Supplier must remove all access rights immediately when any person ceases to require them, including on that person leaving the Supplier’s business, and must notify the Company of the removal of access for any person holding privileged access to the Company’s systems or accounts.

(e) Sub-processing. The Supplier must not engage any sub-processor or permit any other Person to process Personal Data without the Company’s prior specific Written authorisation, as Article 28(2) of the UK GDPR permits, and must impose on any authorised sub-processor by written contract the same data protection obligations as are set out in this clause 18, as Article 28(4) of the UK GDPR requires. The Supplier remains fully liable to the Company for the performance of every sub-processor’s obligations.

(f) Cross-border transfer. The Supplier must not transfer, store, access or permit access to Personal Data outside the United Kingdom, or outside any jurisdiction specified in the Order, without the Company’s prior Written consent, and must implement any transfer mechanism, safeguard or assessment required by Data Protection Law. Any permitted transfer must be made in reliance on adequacy regulations made under section 17A of the Data Protection Act 2018, or on an appropriate safeguard under Article 46 of the UK GDPR, including the International Data Transfer Agreement or the International Data Transfer Addendum to the EU standard contractual clauses issued by the Information Commissioner, supported where required by a transfer risk assessment. Where the Supplier or any sub-processor is subject to a law of a foreign country that could compel disclosure of Personal Data to a government authority, including the United States Clarifying Lawful Overseas Use of Data Act and orders made under any agreement entered into under it, or is subject to a notice under the Investigatory Powers Act 2016, the Supplier must notify the Company so far as it is lawful to do so, must disclose only the minimum required, and must challenge any request that is not lawful and binding.

(g) Breach notification. The Supplier must notify the Company in Writing within twenty-four (24) hours of becoming aware of any personal data breach, or of any actual or suspected breach of security, unauthorised access, loss or unauthorised disclosure affecting Personal Data or any other data or system of the Company, including any breach affecting the Company’s account or access credentials on any portal or system operated by the Supplier. That period is set so that the Company can meet its own obligation under Article 33 of the UK GDPR to notify the Information Commissioner without undue delay and, where feasible, not later than seventy-two (72) hours after becoming aware of a personal data breach, and its obligation under Article 34 to communicate a high-risk breach to affected data subjects. The notification must include the information described in Article 33(3) of the UK GDPR and all other information the Company requires. The Supplier must provide updates, cooperate fully, take immediate containment and remediation steps, and must not notify any data subject, regulator or third party about an incident affecting the Company’s data without the Company’s prior Written consent unless required by law.

(h) Assistance. The Supplier must promptly assist the Company, at the Supplier’s cost, by appropriate technical and organisational measures and taking into account the nature of the processing, in fulfilling the Company’s obligation to respond to requests to exercise a data subject’s rights under Chapter III of the UK GDPR, and must assist the Company in ensuring compliance with its obligations under Articles 32 to 36 of the UK GDPR, including any data protection impact assessment and any prior consultation with the Information Commissioner, as Article 28(3)(e) and (f) of the UK GDPR require.

(i) Records and audit. The Supplier must maintain the records required by Article 30(2) of the UK GDPR, must make available to the Company all information necessary to demonstrate compliance with Article 28 of the UK GDPR and with this clause 18, and must allow for and contribute to audits, including inspections, conducted by the Company or an auditor mandated by it, extending to its information security controls and to any sub-processor, as Article 28(3)(h) of the UK GDPR requires.

(j) Return and deletion. On expiry or termination of the Contract, or on the Company’s Written request, the Supplier must at the Company’s option erase, destroy or return all Personal Data and other Company data, including all copies, unless Data Protection Law requires it to be stored, and must certify that it has done so, as Article 28(3)(g) of the UK GDPR requires. Where Goods containing data are returned to the Supplier, the Supplier must apply secure media sanitisation before any reuse, resale or disposal.

(k) Warranties and indemnity. The Supplier represents and warrants that it has the necessary authority, consents and notices in place to process Personal Data as permitted under the Contract, that it maintains appropriate data protection policies including a privacy notice satisfying Articles 13 and 14 of the UK GDPR, that it has appointed a data protection officer or a United Kingdom representative where Article 37 or Article 27 of the UK GDPR requires it, and that it complies with Data Protection Law. The Supplier indemnifies the Company and the Group against all loss, liability, damages, costs and expenses arising from any breach of this clause 18 or of Data Protection Law by the Supplier, Supplier Personnel or any sub-processor, including the costs of investigating, containing, notifying and remedying the breach, legal costs on an indemnity basis, and any liability to a data subject under Article 82 of the UK GDPR or section 168 of the Data Protection Act 2018. Clause 20(e) applies to this indemnity, and it does not extend to any administrative fine or other penalty imposed on the Company or on a member of the Group in respect of its own contravention.

19. Insurance

(a) Required insurance. The Supplier must, at its own cost, effect and maintain with insurers of recognised standing the following insurance, on terms covering its liabilities under the Contract, for the term of the Contract and, after it, for the run-off periods stated in this clause. The run-off period for products and completed operations liability is ten (10) years after the last delivery, set by reference to section 11A(3) of the Limitation Act, under which a right of action under Part I of the CPA is extinguished ten (10) years after the product was supplied. The run-off period for professional indemnity and for cyber liability is six (6) years after the last delivery or completion, or twelve (12) years where the relevant obligation is contained in a document executed as a deed. The limits stated in this clause are subject to clause 19(h):

(i) public and products liability of not less than GBP 10,000,000 for any one occurrence and, in respect of products liability, GBP 10,000,000 in the aggregate in any one period of insurance;

(ii) where the Supplier provides design, engineering, certification, testing or other professional Services, professional indemnity or errors and omissions insurance of not less than GBP 5,000,000 for any one claim and GBP 5,000,000 in the aggregate in any one period of insurance;

(iii) marine and inland transit cargo insurance covering the Goods for their full replacement value plus freight and duty for the whole of the transit to the Delivery Point;

(iv) employers’ liability insurance for all Supplier Personnel, being the compulsory cover required by the Employers’ Liability (Compulsory Insurance) Act 1969 and the regulations made under it, with a limit of indemnity of not less than GBP 10,000,000 for any one occurrence, together with equivalent statutory or voluntary cover in respect of Supplier Personnel engaged outside Great Britain; the certificate of insurance must be available for inspection as those regulations require;

(v) where Supplier Personnel use vehicles or plant in connection with the Contract, including in making deliveries to the Delivery Point, compulsory motor insurance satisfying Part VI of the Road Traffic Act 1988 for every vehicle used on a road, together with third party property damage cover, and mobile plant and machinery liability cover, of not less than GBP 5,000,000 for any one occurrence; and

(vi) where the Supplier processes Personal Data or connects to the Company’s systems, cyber liability and data breach insurance of not less than GBP 5,000,000 for any one claim and in the aggregate in any one period of insurance.

(b) Insurer standing. Each policy must be placed with an insurer authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority to carry on insurance business in the United Kingdom, or with underwriters at Lloyd’s, and must have a financial strength rating of not less than A− from S&P Global Ratings or A− from AM Best, or an equivalent rating from another recognised rating agency. Where any cover is lawfully placed with an insurer not so authorised, the Supplier must first obtain the Company’s Written consent and bears all resulting duty, tax and withholding, including insurance premium tax where chargeable.

(c) Company’s interest. Each liability policy must note the Company and the Group as additional insureds or note their interest for their respective rights and interests, must include a cross-liability or severability of interests provision, and must include a waiver of subrogation in favour of the Company and the Group. Each of those features is available and enforceable in the United Kingdom market and is standard in broadform liability wordings placed here. This clause does not apply to the employers’ liability insurance required by clause 19(a)(iv), to the professional indemnity insurance required by clause 19(a)(ii), or to the cyber liability insurance required by clause 19(a)(vi), in respect of which the Supplier must procure each of those features only where it is available on commercially reasonable terms in the market in which the policy is placed; where any of them is not available, the Supplier must notify the Company in Writing and, if the Company requires, procure that the policy is endorsed to extend to the Company’s and the Group’s interests to the extent the insurer will agree. Nothing in this clause 19(c) limits clause 19(f). The Parties acknowledge that a person who is not a party to a contract of insurance but on whom that contract confers a benefit may enforce it under the Contracts (Rights of Third Parties) Act 1999, and that where an insured becomes subject to a relevant insolvency event its rights against the insurer are transferred to the third party to whom the liability is incurred under the Third Parties (Rights against Insurers) Act 2010; the Supplier must ensure that the Company and each relevant member of the Group is specified or referred to in each policy as a person to whom the cover extends, and must not do or omit to do anything that would entitle an insurer to avoid, rescind or reduce its liability under a policy, including any breach of the duty of fair presentation under the Insurance Act 2015.

(d) Evidence. The Supplier must provide certificates of currency on request, on renewal, and in any event annually, and must provide policy wordings on reasonable request.

(e) Notification. The Supplier must notify the Company immediately if any required policy is cancelled, lapses, is not renewed, is materially altered, or if any limit is materially eroded by claims, and must reinstate cover promptly.

(f) No limitation of liability. The existence, terms, limits, exclusions or adequacy of any insurance, and the availability or non-availability of any recovery under it, do not limit the Supplier’s liability under the Contract. The Supplier is responsible for all deductibles, excesses and self-insured retentions. Nothing in this clause prevents a court from taking into account, under section 11(4) of UCTA, the resources available to a Party for meeting a liability and how far it was open to that Party to cover itself by insurance, in determining whether any term of the Contract satisfies the requirement of reasonableness.

(g) Subcontractors. The Supplier must procure that each of its subcontractors maintains insurance appropriate to the work it performs and to the risk it presents, on terms no less protective of the Company than this clause.

(h) Tiering of limits. The limits in clause 19(a) are set by reference to the value of the Order and the risk the Goods and Services present. The Order, or the Company’s supplier onboarding documentation, may state the limits applying to a particular Supplier or Order, and any limits so stated prevail over clause 19(a). Where no limits are stated: (i) the limits in clause 19(a) apply to an Order with a Price of GBP 125,000 or more; and (ii) for an Order with a Price of less than GBP 125,000, the limits are GBP 5,000,000 under clause 19(a)(i), GBP 2,000,000 under clause 19(a)(ii), and GBP 1,000,000 under clause 19(a)(vi). Clauses 19(a)(iii), 19(a)(iv) and 19(a)(v) apply in full in every case. The Company may require higher limits where the Goods are safety-critical, are supplied for a public electronic communications network, or are acquired for resupply to a Customer whose own contract requires them.

(i) Suppliers without a United Kingdom place of business — security and service of process. Where the Supplier does not have an established place of business in the United Kingdom at the date of an Order, the indemnities given under the Contract, and in particular the product liability indemnity in clause 11(g), are the Company’s principal protection, because in that case the Company is likely to be the importer of the Goods into the United Kingdom and so liable as a producer under section 2(2)(c) of the CPA, as clause 11(g)(ii) records, and because enforcement against the Supplier’s assets abroad is uncertain. Accordingly, for so long as any Order is on foot and for the run-off periods stated in clause 19(a), the Supplier must:

(i) where the Company so elects and notifies the Supplier in Writing, and within ten (10) Business Days of that notice, provide either a parent company guarantee of the Supplier’s obligations under the Contract, executed as a deed in a form the Company reasonably requires, given by an entity that has an established place of business in the United Kingdom or that has a credit standing acceptable to the Company acting reasonably, or evidence reasonably satisfactory to the Company that its public and products liability insurance under clause 19(a)(i) is placed with an insurer authorised as clause 19(b) requires, or with underwriters at Lloyd’s, and that the policy responds to claims made and to liabilities incurred in the United Kingdom and to proceedings brought in a court of England and Wales or in an arbitration seated in London; and

(ii) appoint, and maintain, an agent with an address in England and Wales authorised to accept service of process and of any notice on the Supplier’s behalf in connection with the Contract, notify the Company in Writing of that agent’s name and address in England and Wales, and notify the Company in Writing of any change within five (5) Business Days. Service on that agent is effective service on the Supplier. Where the Supplier fails to appoint or maintain an agent, or the agent cannot be served at the notified address, the Supplier agrees that service effected in any manner permitted by clause 23 at the Supplier’s last notified address is effective service on it, to the extent the law and the Civil Procedure Rules allow, and consents to the Company applying for an order for service by an alternative method under Part 6 of those Rules. Nothing in this paragraph limits section 1139 of the Companies Act, or any other statutory provision as to service. Clause 25(c) and clause 25(f) are unaffected by this paragraph.

Failure to comply with paragraph (ii), or with paragraph (i) after the Company has elected under it, is a failure to maintain the insurance required by clause 19 for the purposes of clause 13(b)(vii), and the Company may, having given the Supplier Written notice and five (5) Business Days to remedy it, withhold the issue of any further Order and suspend its obligation to take delivery under any Order not yet performed, until it is remedied. The Company may not withhold payment under this clause. An amount properly due for Goods delivered, or Services performed, in accordance with the Contract remains payable in accordance with clause 4(c), and clause 4(g) applies to it.

20. Indemnities

(a) General indemnity. The Supplier must indemnify, defend, release and hold harmless the Company, the Group, and their respective successors, assigns, directors, officers, employees, agents and representatives from and against all loss, liability, claims, judgments, settlement amounts, damages, deficiencies, expenses (including reasonable legal costs on an indemnity basis) and costs, directly or indirectly caused by, arising out of, or relating to: (i) any fraudulent or wilful act or omission of the Supplier or Supplier Personnel, and any claim made against the Company or the Group by a third party arising out of a negligent or reckless act or omission of the Supplier or Supplier Personnel; (ii) any claim made against the Company or the Group by a third party for death, personal injury or loss of or damage to property arising from the Goods or Services, and any liability of the Company or the Group to a third party arising from a Defect; (iii) any Recall, as provided in clause 11(g); (iv) any IP Claim, as provided in clause 16(h), including any claim arising from the Intellectual Property Rights in the Goods or in the packages or containers in which they are shipped where those items are made pursuant to or in compliance with the Supplier’s design, instruction or specification, and any infringement arising from designs, specifications, instructions or equipment furnished or required by the Supplier; (v) any breach of clause 17, as provided in clause 17(m); (vi) any breach of clause 18 or of Data Protection Law, as provided in clause 18(k); (vii) any claim by any of the Supplier Personnel, including any claim relating to employment, engagement, payment, entitlements or workplace injury, and any liability of the Company to a third party, and the costs of investigating, defending and remedying any matter, arising under the health and safety legislation referred to in clause 17(a) or under any employment legislation and attributable to an act or omission of the Supplier or Supplier Personnel; and (viii) any claim by a Customer arising from the Goods or Services or from the Supplier’s performance or non-performance. In this clause 20(a), a third party is a Person other than the Company, a member of the Group and the Supplier. This indemnity answers the third party claims and liabilities, and the other heads, stated in paragraphs (i) to (viii) above. It does not extend to loss that the Company or the Group itself suffers by reason of a breach of the Contract, including loss suffered by reason of a Defect, where that loss does not fall within one of those paragraphs. The Company’s remedy for such a breach is damages under clause 21(b), together with its other rights under these Conditions, including under clauses 8, 9 and 10, and the Supplier’s liability for it is subject to the cap in clause 21(i). Nothing in this clause 20(a) limits clause 11(g), clause 16(h), clause 17(m) or clause 18(k), each of which applies according to its terms and is not subject to that cap.

(b) Conduct of claims. The Company will notify the Supplier of any claim to which an indemnity applies. The Supplier must, on the Company’s request, assume the defence of the claim with counsel reasonably acceptable to the Company, and must not settle it in any way that imposes any obligation, admission, restriction or reputational detriment on the Company or any Customer without the Company’s prior Written consent. The Company may participate in the defence with its own counsel, and may assume the defence at the Supplier’s cost if the Supplier fails to do so promptly or fails to conduct it diligently. A failure or delay in notification does not relieve the Supplier of its obligations except to the extent it is actually and materially prejudiced by it. The Company must take reasonable steps to mitigate the loss to which an indemnity relates.

(c) Nature of the indemnities. Each indemnity given under the Contract is a continuing obligation, is independent of the Supplier’s other obligations, survives termination or expiry of the Contract, and is enforceable without the Company first incurring expense or making payment. Recovery under an indemnity is not reduced by any insurance recovery the Company makes or could have made, and the Company is under no obligation to claim on any policy before enforcing an indemnity. The indemnities given under the Contract are those in clauses 4(j)(ii), 7(h)(v), 11(g), 12(h), 16(c)(iv), 16(h), 17(d), 17(m), 18(k), 20(a) and 24(a). This list is included for convenience only and does not create, extend or limit any indemnity.

(d) Contribution. Each indemnity given under the Contract, including under clauses 11(g), 16(h), 17(m), 18(k) and this clause 20, is reduced proportionately to the extent that the loss was caused or contributed to by the negligent act or omission of the Company or by the Company’s breach of the Contract, and the principles of the Law Reform (Contributory Negligence) Act 1945 apply to a claim under an indemnity or in contract as they would to a claim in negligence. Nothing in this clause limits any right of contribution either Party has under the Civil Liability (Contribution) Act 1978.

(e) Fines, penalties and statutory duties. No indemnity given under the Contract, including under clauses 11(g), 16(h), 17(m), 18(k) and this clause 20, extends to any fine, administrative penalty, criminal penalty or other punitive imposition imposed on the Company or on any member of the Group by a court or regulator in respect of its own contravention, and the Parties record that an agreement to indemnify a party against the consequences of its own criminal conduct would in any event be unenforceable as contrary to public policy. Each such indemnity extends instead to the costs of investigating, defending and remedying the matter, to legal costs, to remediation and rectification costs, and to any liability to a third party, including any liability to compensate a third party. Nothing in the Contract operates, or is to be read as operating, to transfer, exclude, limit or modify any duty or liability owed by either Party under the Health and Safety at Work etc. Act 1974 or the regulations made under it, and section 6(8) of that Act does not apply for the Supplier’s benefit except where the Company has given an express written undertaking in the terms that subsection requires.

21. Limitation of Liability

(a) No limitation of the Supplier’s liability for certain matters. Nothing in these Conditions limits or excludes the Supplier’s liability for: (i) death or personal injury caused by its negligence or that of Supplier Personnel, which cannot be excluded or restricted by reason of section 2(1) of UCTA; (ii) fraud or fraudulent misrepresentation; (iii) product liability for defective goods, being liability for death, personal injury or loss of or damage to property caused by the Goods, liability under Part I of the CPA, which cannot be limited or excluded by reason of section 7 of that Act, and liability under clause 11(g); (iv) breach of clause 15, clause 16, clause 17 or clause 18; (v) any indemnity given under clause 11(g), clause 12(h), clause 16(h), clause 17(m), clause 18(k) or clause 20(a); (vi) wilful misconduct or abandonment of performance; (vii) breach of the terms implied by section 12 of the SGA, which cannot be excluded or restricted by reason of section 6(1) of UCTA; (viii) any liability the exclusion or restriction of which is prohibited by the Health and Safety at Work etc. Act 1974; or (ix) any matter in respect of which it would be unlawful, or contrary to public policy, to exclude or restrict liability. Separately from that list, the Contract does not exclude or restrict the terms implied by sections 13, 14 and 15 of the SGA or by sections 13, 14 and 15 of the SGSA, or any liability of the Supplier for misrepresentation or for negligence, and clause 9(i) applies. The Parties record that any such exclusion or restriction would in any event operate only so far as it satisfied the requirement of reasonableness under section 2(2), section 6(1A), section 7(1A) or section 11 of UCTA, or under section 3 of the Misrepresentation Act 1967. The Supplier’s liability in damages for breach of those implied terms, for misrepresentation and for negligence is not for that reason a liability listed in this clause 21(a), and is subject to clause 21(i) unless it falls within one of paragraphs (i) to (ix) above.

(b) Supplier liable for all loss. Without limiting clause 21(a), and subject only to clauses 21(h) and 21(i), the Supplier is liable to the maximum extent permitted by law for all loss the Company suffers arising from the Supplier’s breach of the Contract, including indirect and consequential loss and loss of revenue, business, profits, contract, goodwill, production and use, and Removal Costs. The Parties agree that each of those heads of loss was in the contemplation of both Parties at the date of the Contract as the probable result of a breach, having regard to the Supplier’s knowledge that the Company acquires the Goods for resupply to Customers under contracts containing its own delivery, quality and warranty commitments, and that each of them is accordingly recoverable under both limbs of the rule in Hadley v Baxendale; and that the Supplier assumes responsibility for each of them. No limitation or exclusion of the Supplier’s liability applies except as expressly set out in these Conditions, and no limitation or exclusion stated by the Supplier in any other document has any effect.

(c) Damage to Company systems. The Supplier is responsible for any damage to or loss of the Company’s programs, data, systems or equipment caused by the Goods, the Services, or by Supplier Personnel.

(d) Company’s liability cap. Subject to clause 21(f), and except in respect of the Company’s liability under clause 4(g), clause 7(l), clause 12(e) and clause 12(g), none of which is limited by this clause, the Company’s total liability to the Supplier in respect of all claims arising under or in connection with the Contract does not in any circumstance exceed the greater of: (i) the Price of the Goods and Services under the Order to which the claim relates; and (ii) the total of all amounts paid by the Company to the Supplier under all Orders in the twelve (12) months immediately preceding the date on which the claim was first notified to the Company in Writing. Where the claim does not relate to any particular Order, the amount in paragraph (i) is nil and the cap is the amount given by paragraph (ii); and where the amount given by this clause is nil, this clause does not apply to that claim and the Company’s liability for it is limited only by clause 21(e) and by law. This clause fixes a limit of liability and is not an exclusion of liability.

(e) Company’s excluded loss. The Company is not liable to the Supplier for any indirect or consequential loss, or for any loss of revenue, business, profit, contract, goodwill, anticipated saving or opportunity, however arising, whether in contract, in tort (including negligence), for breach of statutory duty or otherwise. This clause does not apply to any amount payable by the Company under clause 4(g), clause 7(l), clause 12(e) or clause 12(g), each of which is a sum the Contract expressly requires the Company to pay.

(f) Non-excludable liabilities and reasonableness. Clauses 21(d) and 21(e) do not apply to any liability of the Company that cannot lawfully be excluded, restricted or modified, including liability for death or personal injury caused by its negligence, liability for fraud or fraudulent misrepresentation, liability under Part I of the CPA, and liability for breach of the terms implied by section 12 of the SGA. Clauses 21(d) and 21(e), and every other exclusion, limitation or restriction of liability or of remedy in these Conditions that operates in the Company’s favour, apply only so far as they satisfy the requirement of reasonableness in section 11 of UCTA, and clause 24(e) applies to them. Each of them is severable from each other, and each paragraph and sentence within each of them is severable, so that a holding that any of them fails the requirement of reasonableness does not affect any other. Where the Contract is an international supply contract within the meaning of section 26(3) and (4) of UCTA, sections 2 to 7 of UCTA do not apply to it and clauses 21(d) and 21(e) take effect according to their terms without that qualification; but clause 21(a) continues to apply according to its terms as a matter of contract whether or not UCTA applies, and this sentence does not affect the application of any mandatory rule of the law of any other country.

(g) Unlimited items. The Supplier’s liability under clauses 11(g), 12(h), 16(h), 17(m), 18(k) and 20(a) is unlimited in amount and duration, and clause 21(i) does not apply to it. No other indemnity given under the Contract, and in particular no indemnity given under clause 4(j)(ii), clause 7(h)(v) or clause 24(a), of itself removes any liability from the cap in clause 21(i), although a liability listed in clause 21(a) remains outside that cap however it arises. The indemnities in clause 16(c)(iv) and clause 17(d) are given within clause 16 and clause 17 respectively, and liability under them is outside the cap by reason of clause 21(a)(iv) and not by reason of this clause. The Supplier’s liability for a breach of the Contract that falls neither within one of the indemnities listed in this clause nor within clause 21(a) is liability in damages under clause 21(b) and is subject to that cap, and no indemnity given under the Contract operates to take it outside that cap.

(h) Contributory fault and mitigation. The liability of a Party for loss the other suffers is reduced proportionately to the extent that the loss was caused or contributed to by that other Party’s breach of the Contract, negligence or other wrongful act or omission, and clause 20(d) applies. Neither Party is liable for loss the other could have avoided by taking reasonable steps.

(i) Supplier’s liability cap for other breaches. Except in respect of a liability listed in clause 21(a) or clause 21(g), the Supplier’s total liability to the Company and the Group for all claims arising under or in connection with the Contract does not exceed the greater of: (i) the Price of the Goods and Services under the Order to which the claim relates; and (ii) the total amount paid and payable by the Company and the Group to the Supplier under all Orders in the twelve (12) months immediately preceding the date on which the claim first arose. This clause does not limit the Supplier’s liability for death or personal injury, fraud, product liability, breach of clause 15, 16, 17 or 18, any indemnity listed in clause 21(g), wilful misconduct or abandonment of performance, or any matter listed in clause 21(a), in each of which cases the Supplier’s liability is unlimited. The Parties intend that this clause operates on the Supplier’s liability in damages for breach of the Contract, that it is not displaced by any indemnity other than those listed in clause 21(g), and that the Company’s remedies under clauses 8, 9 and 10, and its rights of rejection, set-off and recovery, are unaffected by it.

22. Assignment and Subcontracting

(a) Company. The Company may at any time assign, transfer, novate, charge, mortgage, pledge, subcontract or otherwise deal with all or any of its rights or obligations under the Contract, including to any member of the Group or to any purchaser of its business, without the Supplier’s consent. A transfer of the Company’s business or undertaking, or a scheme of arrangement or reconstruction under Part 26 or Part 26A of the Companies Act, is not an assignment requiring consent, and any provision to the contrary in any document of the Supplier is of no effect.

(b) Supplier. The Supplier may not assign, transfer, novate, charge, mortgage, pledge, declare a trust over or otherwise deal with any of its rights or obligations under the Contract without the Company’s prior Written consent, and clause 4(j) applies to any receivable owing to it. The Supplier may not sub-contract or delegate the performance of any of its obligations except as clause 22(c) permits. That consent must not be unreasonably withheld or delayed where the proposed assignee is a holding company or a wholly owned subsidiary of the Supplier that assumes the Supplier’s obligations in full, the Supplier remains liable for their performance, and the assignment does not give rise to a ground for termination under clause 13(b)(v) or clause 22(d).

(c) Subcontracting. The Supplier may not subcontract the manufacture of the Goods, or any material part of the performance of the Services, without the Company’s prior Written consent. Consent does not relieve the Supplier of any obligation or liability, and the Supplier remains fully responsible for the acts and omissions of every subcontractor as if they were its own. The Supplier must flow down to each subcontractor obligations no less protective of the Company than clauses 5, 6, 9, 11, 15, 16, 17, 18 and 19, and must procure for the Company the right to enforce them directly, including by an express term made enforceable under the Contracts (Rights of Third Parties) Act 1999, or to have them assigned or novated to the Company on termination.

(d) Change of control. The Supplier must notify the Company in Writing within five (5) Business Days of any change in control of the Supplier, any sale or disposal of a material part of its business or of the business unit performing the Contract, or any change in the ownership or control of any facility at which the Goods are manufactured. Control has the meaning given in section 1124 of the Corporation Tax Act 2010. Where the Company reasonably considers that the change adversely affects the Supplier’s ability to perform, presents a conflict of interest, or presents a Trade Controls, national security, foreign ownership, telecommunications security or other compliance risk, including any risk arising under the National Security and Investment Act 2021, the Company may terminate the Contract immediately by Written notice without liability.

(e) Group Orders. Each Order issued by a member of the Group forms a separate Contract between that member and the Supplier on these Conditions, and no member of the Group is liable for the obligations of any other. Rights expressed to be for the benefit of the Group are enforceable by the Company on behalf of the relevant member, and by that member under the Contracts (Rights of Third Parties) Act 1999 to the extent clause 24(b) provides.

23. Notices

(a) Form and delivery. A notice under the Contract must be in Writing and delivered personally, sent by courier, sent by pre-paid first class post or recorded delivery, or sent by email to the address specified in this clause.

(b) Addresses. Notices to the Company must be sent to ScaleFibre UK Ltd, 2 Frederick Street, Kings Cross, London WC1X 0ND, United Kingdom, marked for the attention of Legal, with a copy by email to legal@scalefibre.com. Notices to the Supplier must be sent to the address or email address stated in its quotation, in its acceptance of the Order, or otherwise notified to the Company in Writing, or, where the Supplier is a company registered in the United Kingdom, to its registered office. Either Party may change its address or email address for notices by Written notice to the other taking effect five (5) Business Days after receipt.

(c) Deemed receipt. A notice is deemed received: (i) if delivered personally or by courier, when left at the relevant address; (ii) if sent by pre-paid first class post or recorded delivery, at 9.00am on the second (2nd) Business Day after posting, or at 9.00am on the fifth (5th) Business Day after posting if sent to or from an address outside the United Kingdom; and (iii) if sent by email, on the day it becomes capable of being retrieved at that address where that occurs before 16:00 on a Business Day at the recipient’s location, and otherwise at 9.00am on the next Business Day. This clause does not apply to the service of a claim form, application notice or other document in any proceedings, which must be served in accordance with the Civil Procedure Rules; but clause 19(i)(ii) applies to a Supplier without an established place of business in the United Kingdom, and section 1139 of the Companies Act is unaffected.

(d) Excluded means. A notice is not validly given if sent only through an electronic portal operated by the Supplier, or by any automated system message.

(e) Operational communications. Delivery schedules, forecasts, call-offs, quality notifications and other operational communications may be given by the means the Parties adopt in practice and are not required to comply with this clause 23, but any notice of breach, rejection, Recall, suspension, cancellation or termination must comply with it.

(f) Language. All notices, documentation, certificates, labelling and correspondence under the Contract must be in English, unless the Order or applicable law requires another language, in which case an English translation must also be provided.

24. General

(a) Relationship. Nothing in the Contract creates a partnership, joint venture, agency, franchise or employment relationship between the Parties. Neither Party has authority to pledge the credit of, make any representation on behalf of, or contract on behalf of, the other. No Supplier Personnel are to be treated as employees of the Company by reason only of the Contract. The Parties do not intend the Contract to give rise to a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006, and the Supplier indemnifies the Company and the Group against all loss, liability, costs and expenses arising from any claim that the contract of employment of any of the Supplier Personnel has transferred to the Company or to any member of the Group, or to any replacement supplier, under those Regulations by reason of the Contract or of its termination.

(b) Third party rights. Except as this clause provides, a Person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it, and the Contract confers no right on any Person other than the Parties. Each member of the Group, and each Customer, may enforce the benefit of clauses 9(f), 11(g), 16(g), 16(h), 17(m), 18(k) and 20(a) to the extent that clause is expressed to be for its benefit; and each director, officer and employee of the Company and of the Group indemnified under clause 16(h), clause 17(m) or clause 20(a) may enforce that indemnity to the extent it is expressed to be for that person’s benefit. Each such Person is identified as a member of a class for the purposes of section 1(3) of that Act, and need not be in existence when the Contract is entered into. No other Person may enforce any term of the Contract under that Act. Section 2(1) of that Act does not apply, and the Parties may rescind, terminate, vary or waive the Contract or any term of it, including any term enforceable by a third party, by agreement between them at any time and without the consent of any third party, as section 2(3)(a) of that Act permits. The Company may enforce any such term on behalf of the Person entitled to its benefit, and where it does so it may exercise its own commercial judgment as to whether, when and how to enforce it, and may settle, compromise, release or assign any claim under it, without being obliged to consult that Person; but the Company must account to that Person for so much of any proceeds of enforcement as it actually recovers in respect of that Person’s loss and not in respect of its own. The Parties acknowledge that the principal mechanism by which a member of the Group takes the benefit of these Conditions is clause 22(e), under which each Order issued by a member of the Group forms a separate Contract between that member and the Supplier as principal, and that this clause operates in support of, and not in substitution for, that mechanism. Nothing in this clause affects any right or remedy a Person has otherwise than under that Act, including under Part I of the CPA or the Civil Liability (Contribution) Act 1978.

(d) Waiver. No forbearance, delay or indulgence by the Company in enforcing the Contract prejudices or restricts its rights. No waiver of a breach operates as a waiver of any subsequent breach. A waiver is effective only if in Writing and signed by an Authorised Officer. No single or partial exercise of a right precludes its further exercise. The Company’s rights and remedies are cumulative.

(e) Reasonableness. The Parties have agreed the Contract on the footing that the exclusions, restrictions and limitations in clauses 2(g), 4(e), 4(f), 12(c), 12(d), 12(e), 12(f), 12(g), 13(d), 21(d) and 21(e) satisfy the requirement of reasonableness in section 11 of UCTA and in section 3 of the Misrepresentation Act 1967. In assessing reasonableness, the Parties have had regard to the matters in Schedule 2 to UCTA and record that, as at the date the Contract is made: (i) each Party is a commercial party contracting in the course of its business, and each has had the opportunity to take independent legal advice; (ii) the Supplier was able to sell the same or equivalent goods to other buyers, and could have proposed special conditions varying any of those clauses, in which case the Price would have been recalculated to reflect the different allocation of risk; (iii) the Supplier knew, or ought reasonably to have known, of the existence and extent of those terms, these Conditions having been provided or made available to it with the Order and its attention having been drawn to them at the head of this document; (iv) the notice periods and time limits in those clauses are practicable for a supplier of goods of this kind in the ordinary course of its business; (v) the Company purchases against forecasts of Customer demand that it does not control, and the Supplier is better placed than the Company to manage its own production, inventory and sub-tier commitments; and (vi) each Party is able to insure against the risks allocated to it, and the Price reflects that allocation. The Supplier has had a reasonable opportunity to read these Conditions and to propose amendments to any of them before accepting an Order. Each such clause, and each paragraph and sentence within it, is severable, so that a holding that any of them fails the requirement of reasonableness does not affect any other.

(f) Severability and reading down. If any provision of the Contract is held illegal, invalid or unenforceable in whole or in part, that provision applies with the minimum modification necessary to make it legal, valid and enforceable or, if that is not possible, is severed, and the remaining provisions and the remainder of that provision remain in full force and effect. Where a provision is severed, the Parties will negotiate in good faith to agree a replacement that so far as possible achieves the intended commercial result.

(g) Variation. The Contract may only be varied by a written instrument referring to this clause 24(g) and signed by an Authorised Officer, or by a Change Order issued under clause 12(a). The Parties intend this clause to be effective according to its terms, and no oral agreement, course of dealing or conduct varies the Contract.

(h) Entire agreement. These Conditions, together with the Order and any document stated in the Order to form part of the Contract, constitute the entire agreement between the Parties relating to its subject matter and supersede all prior agreements, statements, representations, understandings, negotiations and discussions, whether oral or written. Each Party acknowledges that it does not rely on, and has not been induced to enter into the Contract by, any statement, representation, warranty or understanding made before the Contract except to the extent incorporated into it. Nothing in this clause limits liability for fraud or fraudulent misrepresentation, and clause 2(g) applies to any exclusion or restriction of liability for misrepresentation effected by this clause.

(i) Order of precedence. In the event of conflict between the documents forming the Contract, the order of precedence is: (i) any special conditions expressly agreed in Writing and signed by an Authorised Officer; (ii) these Conditions; (iii) the Order; and (iv) any other document expressly stated in the Order to form part of the Contract.

(j) Counterparts, electronic execution and deeds. The Contract may be entered into and executed in counterparts, including by electronic signature and by exchange of email, each of which is an original and all of which together constitute one agreement. A signature applied by electronic means is effective for the purposes of section 7 of the Electronic Communications Act 2000 and is treated as an original signature. No Order, Change Order or variation of these Conditions need be executed as a deed, witnessed or notarised. Where any document is required by the Contract or by law to be executed as a deed, including any parent company guarantee provided under clause 19(i)(i), it must be executed and delivered as a deed in accordance with section 44 and section 46 of the Companies Act or, in the case of an individual, section 1 of the Law of Property (Miscellaneous Provisions) Act 1989; a document executed as a deed by a company must be signed by two authorised signatories, or by a director in the presence of a witness who attests the signature, or under the company’s common seal; a deed is not validly executed by the exchange of counterparts of a signature page alone unless the requirements for virtual execution recognised at law are satisfied; and where the Supplier is a company incorporated outside the United Kingdom, it must execute in a manner effective under the law of its place of incorporation and, where the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 apply, in a manner effective under those Regulations, and must provide evidence of the signatory’s authority on request. The Parties acknowledge that a document executed as a deed attracts the twelve (12) year limitation period in section 8 of the Limitation Act. Any guarantee given in connection with the Contract must be in writing and signed by or on behalf of the guarantor, as section 4 of the Statute of Frauds 1677 requires, and the Company may require a wet-ink original.

(k) Further assurance. Each Party must promptly do all things and execute all documents reasonably necessary to give full effect to the Contract.

(l) Costs. Each Party bears its own costs of negotiating and entering into the Contract. To the extent permitted by law, a Party that succeeds in enforcing a right or recovering an amount owing under the Contract is entitled to recover from the other Party its reasonable costs of doing so, including legal costs, and this clause operates equally in favour of each Party. The Parties acknowledge that the court retains its discretion as to costs under Part 44 of the Civil Procedure Rules, and that this clause does not fetter that discretion.

(m) Non-solicitation. During the term of the Contract and for twelve (12) months after it ends, the Supplier must not solicit for employment or engagement any employee of the Company with whom it has had contact in connection with the Contract, other than through a general advertisement not targeted at that person. The Parties acknowledge that suitably qualified engineering, quality, technical support and supply chain personnel are scarce, that the Company has a legitimate interest in the continuity of its workforce and in protecting its investment in training and accreditation, and that the period and scope of this restraint are reasonable and go no further than is necessary to protect that interest. If the restraint would otherwise be void as an unreasonable restraint of trade, it applies with the period reduced successively to nine (9) months, six (6) months and three (3) months, and with its scope limited to those individuals with whom the Supplier had direct contact, until it is valid and enforceable.

(n) Set-off and payments free of deduction. All amounts payable by the Supplier to the Company under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding, except any deduction or withholding required by law, in which case the Supplier must gross up the payment so that the Company receives the amount it would have received had no deduction or withholding been required.

25. Governing Law, Jurisdiction and Disputes

(a) Governing law. The Contract, and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it, its subject matter or its formation, is governed by and construed in accordance with the law of England and Wales.

(b) Jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with the Contract, its subject matter or its formation, and waives any objection to venue or to the forum on the ground of inconvenience. The Parties intend this clause to be an exclusive choice of court agreement for the purposes of the Convention on Choice of Court Agreements concluded at The Hague on 30 June 2005, and a judgment given by a court designated by it to be recognised and enforced under that Convention and, where it applies, under the Convention on the Recognition and Enforcement of Foreign Judgments in Civil or Commercial Matters concluded at The Hague on 2 July 2019. This clause is subject to clause 25(f), and applies in support of an arbitration under clause 25(f) where that clause applies.

(c) Protective and recovery proceedings. Despite clause 25(b) and clause 25(f), the Company may bring proceedings in any court of competent jurisdiction where the Supplier is located, where any of the Supplier’s assets are located, or where the Goods are located, for the recovery of any amount owing, for the recovery or preservation of Goods or Company property, for urgent interim or injunctive relief, or for the protection of its Confidential Information or Intellectual Property Rights.

(d) Dispute escalation. Before commencing proceedings, a Party must give Written notice of the dispute, and the Parties must procure that a senior representative of each meets, in person or by video conference, within fifteen (15) Business Days of that notice to attempt to resolve it in good faith. If no meeting takes place within that period, or if the dispute is not resolved within thirty (30) days after the meeting, either Party may commence proceedings or, where clause 25(f) applies, commence an arbitration. This clause does not prevent either Party from seeking urgent interim or injunctive relief, from taking any step necessary to prevent a claim becoming time-barred under the Limitation Act, or from commencing an adjudication to which clause 4(k)(iv) applies, and it does not apply to proceedings under clause 25(c). The Parties will consider, but are not obliged to use, mediation or another form of alternative dispute resolution, and each acknowledges that the court may take account of a party’s conduct in relation to alternative dispute resolution when exercising its discretion as to costs.

(e) Continued performance. The Supplier must continue to perform the Contract in accordance with its terms while any dispute is being resolved, and may not suspend or delay performance on account of a dispute.

(f) Arbitration — Suppliers without a United Kingdom place of business. Where the Supplier does not have an established place of business in the United Kingdom at the date of the Order, or where the Order or any special conditions provide for arbitration, any dispute arising out of or in connection with the Contract, including any question as to its existence, validity, breach or termination, must be finally resolved by arbitration under the Rules of Arbitration of the London Court of International Arbitration, with the seat of arbitration in London, England, before one (1) arbitrator (or three (3) arbitrators where the amount in dispute exceeds GBP 2,500,000), conducted in the English language. Where this clause applies, clause 25(b) operates only in respect of applications in support of, or to recognise or enforce the award of, that arbitration, and clause 25(c) is unaffected. The arbitration is governed by the Arbitration Act 1996, the law governing the arbitration agreement is the law of England and Wales, and an award is enforceable under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Whether the Supplier has an established place of business in the United Kingdom is determined at the date of the Order, and the Supplier must notify the Company in Writing before accepting an Order if it does not.

(g) Limitation of actions. No period within which the Company may commence an action arising out of or relating to the Contract is reduced below the period provided by the Limitation Act, and any attempt by the Supplier to reduce that period, whether by its own terms, by a notification requirement or otherwise, is of no effect. The Company does not agree to any shortening of any limitation period. The Parties acknowledge that the primary periods are six (6) years for an action founded on simple contract under section 5 of the Limitation Act and for an action founded on tort under section 2 of that Act, twelve (12) years for an action on a specialty under section 8 of that Act, three (3) years subject to the ten (10) year long-stop for an action under Part I of the CPA under section 11A of that Act, and the period provided by sections 14A and 14B of that Act for a claim in negligence for latent damage; that section 32 of that Act postpones the running of time in cases of fraud, deliberate concealment or mistake; and that section 29 and section 30 of that Act provide for a fresh accrual on acknowledgment or part payment. An action by the Company under any indemnity may be commenced within the period provided by law running from the date the Company discharges the liability to which the indemnity relates. The Parties may agree in Writing to suspend the running of any limitation period in respect of a dispute, and a Party that has agreed to do so must not thereafter rely on the expiry of that period to the extent of the suspension agreed.

(h) International conventions excluded. The United Kingdom is not a Contracting State to the United Nations Convention on Contracts for the International Sale of Goods. To the extent that Convention would otherwise apply to the Contract, whether by reason of the rules of private international law of any other State or otherwise, it is excluded in accordance with Article 6 of it, as are the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods, and the United Nations Convention on the Limitation Period in the International Sale of Goods, which has not been enacted in the United Kingdom.

(i) Extraterritorial trade laws. Export control, sanctions and trade compliance laws of jurisdictions other than the United Kingdom may apply to the Contract, as set out in clause 17.

(j) No trial by jury. The Parties record that a civil claim of the kind arising under the Contract is tried in England and Wales by a judge sitting without a jury, that section 69 of the Senior Courts Act 1981 confers no right to trial by jury in such a claim, and that no waiver of any such right is required. Where proceedings relating to the Contract are brought in a jurisdiction that recognises a right to trial by jury in civil proceedings of this kind and permits its waiver, each Party irrevocably waives any right to trial by jury in that action.

If you have questions, contact us:
Legal Enquiries Email: legal@scalefibre.com
Telephone: +44 20 8191 2194

ScaleFibre UK Ltd
Registered in England and Wales, company number 16685020
2 Frederick Street
Kings Cross
London WC1X 0ND
United Kingdom

Standard Purchasing Terms – ScaleFibre UK Ltd

1. Definitions and Interpretation

1.1 Definitions

1.2 Interpretation

2. Order Formation and Acceptance

3. Price, Taxes and Duties

4. Payment and Set-Off

5. Specification, Tolerances and Quality

6. Packaging, Labelling and Documentation

7. Delivery, Title and Risk

8. Inspection, Acceptance and Rejection

9. Supplier Warranties

10. Remedies, Rework and Repair

11. Product Safety, Recall and Traceability

12. Change Orders, Cancellation and Suspension

13. Supplier Default and Termination

14. Force Majeure

15. Confidentiality

16. Intellectual Property

17. Compliance

18. Data Protection

19. Insurance

20. Indemnities

21. Limitation of Liability

22. Assignment and Subcontracting

23. Notices

24. General

25. Governing Law, Jurisdiction and Disputes

Information

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Standard Purchasing Terms – ScaleFibre UK Ltd

1. Definitions and Interpretation

1.1 Definitions

1.2 Interpretation

2. Order Formation and Acceptance

3. Price, Taxes and Duties

4. Payment and Set-Off

5. Specification, Tolerances and Quality

6. Packaging, Labelling and Documentation

7. Delivery, Title and Risk

8. Inspection, Acceptance and Rejection

9. Supplier Warranties

10. Remedies, Rework and Repair

11. Product Safety, Recall and Traceability

12. Change Orders, Cancellation and Suspension

13. Supplier Default and Termination

14. Force Majeure

15. Confidentiality

16. Intellectual Property

17. Compliance

18. Data Protection

19. Insurance

20. Indemnities

21. Limitation of Liability

22. Assignment and Subcontracting

23. Notices

24. General

25. Governing Law, Jurisdiction and Disputes

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