TERMS AND CONDITIONS OF PURCHASE FOR GOODS AND/OR SERVICES

  1. DEFINITIONS

 

1.1            In these Conditions (unless the context otherwise requires):

(a)    “Applicable Laws” means all relevant laws, regulations and statutes including: (i) laws, statutes, regulations, decisions, rulings, directives, codes of practice, government policies, enactments or instruments (including national, regional, local or municipal laws, regulations or by-laws of any kind whatsoever); and (ii) codes of practice, policies and/or decisions of any relevant regulator and to which the exercise of that party's rights or the performance of that party's obligations under this Agreement are subject to and/or which are relevant to the Contract;

(b)    “Assigned Employees” means those employees of the Supplier and any of its sub-contractors from time to time who are assigned in whole or in part to providing the Services (or any part thereof);

(c)    “Castore” means J. Carter Sporting Club Limited, a company incorporated and registered in England and Wales with company number 09670915 and whose registered office is at Castore HQ, One Central Street, Manchester M2 5WR;

(d)    “Company” means Castore or the relevant Group entity which places the Order with the Supplier;

(e)    “Company Contractor Transferring Employees” means those employees of any of the Company's sub-contractors who are assigned in whole or in part to providing the Services immediately prior to the Services Commencement Date;

(f)     “Company Transferring Employees” means those employees of the Company who are assigned in whole or in part to providing the Services immediately prior to the Services Commencement Date;

(g)    “Conditions” means the terms and conditions of purchase contained herein as subsequently amended and notified by the Company to the Supplier from time to time;

(h)    “Contract” means the contract between the Supplier and the Company for the sale and purchase of the Goods or supply of the Services (as applicable) which incorporates the Order and these Conditions;

(i)     “Control” has the meaning given to it by section 1224 of the Corporation Tax Act 2010;

(j)     “Data Controller”: shall have the meaning set out in the Data Protection Legislation;

(k)    “Data Processor”: shall have the meaning set out in the Data Protection Legislation;

(l)     “Data Protection Legislation” means: (a) all applicable data protection and privacy legislation in force from time to time including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/ 136/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) (as amended) and any other European Union legislation relating to Personal Data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications) as amended together with guidance and codes of practice issued by the Information Commissioner's Office or any other Supervisory Authority; and (b) and all other Applicable Laws relating to data protection and privacy in any jurisdiction in which the Goods, Deliverables and/or Services are being provided, the jurisdiction where a Data Controller is established or Personal Data is being Processed;

(m)   “Data Subject(s)” shall have the meaning set out in the Data Protection Legislation;

(n)    “Delivery Address” means the address at which the Company is to take delivery of the Goods;

(o)    “Delivery Date” means the date on which the Supplier shall deliver the Goods;

(p)    “Deliverables” means all documents, products and materials developed or supplied by the Supplier or the Supplier's Personnel as part of or in relation to the Services in any form or media, including without limitation drawings, concepts, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts);

(q)    “Goods” means goods (or any instalment or part of them) described in the Order;

(r)     “Group” means any subsidiary of Castore or any company or entity Controlled by, Controlling or under common Control with Castore;

(s)    “Intellectual Property Rights” means all current and future copyright, moral rights, patents, trade marks, rights in databases, inventions, trade secrets, know-how, rights in respect of confidential information, rights in designs, rights in get-up, goodwill and the right to sue for passing off, topographies, trade and business names, domain names, marks and devices (whether or not registered), and all other intellectual property rights whether registered or unregistered and all applications and rights to apply for any of those rights (where such applications can be made) capable of subsisting at any time in any part of the world;

(t)    "Losses" means all claims, awards, liabilities, fines, damages, costs, expenses and losses (including, without limitation, direct losses and (unless otherwise provided in these Conditions) any indirect or consequential losses, loss of profit and loss of reputation) and all legal fees (calculated on a full indemnity basis) and other professional fees and expenses (together with any VAT thereon) and costs of litigation, settlement, judgment, interest and penalties

(u)    “Material” means all (whether tangible or intangible in form) equipment, products, tools, drawings, specifications (including the Specifications), designs, data and other information, technical or commercial know-how and materials, inventions, processes or initiatives including without limitation, software (and media on which the software is recorded) relating to the Contract;

(v)    “Order” means the Company’s order for the supply of Goods and/or Services, as set out (in writing) in the Company’s written purchase order (including, where applicable, a statement of works and any other documents referenced therein) or otherwise set out in writing and detailing, amongst other things, the Specification, Price, quantity, Service Levels, Delivery Date and any special conditions relating to the Goods, Deliverables, and/or Services to be provided by the Supplier to the Company and which refers therein to these Conditions;

(w)   “Personal Data”: shall have the meaning set out in the Data Protection Legislation.

(x)    “Process(ing)(ed)”: shall have the meaning set out in the Data Protection Legislation.

(y)    “Price” means the price of the Goods and/or Services as set out in the Order or as otherwise agreed between the parties in accordance with condition 12.2;

(z)    “Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Belgian legislation implementing the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, including, without limitation,  the Collective Bargaining Agreement No.32bis of 7 June 1985, as amended (“CBA No. 32bis”) and Article 7:662-666 of the Dutch Civil Code ("BW"), the Dutch Transfer of Undertaking Act; the Swedish Employment Protection Act (SFS 1982:80), the Danish Act on transfer of Undertakings, LBK no. 710 of 20/08/2002, the “VOL”, the Norwegian Act relating to working hours and employment protection, etc. (Working Environment Act) of 17/062005 no.62, the Finnish Employment Contracts Act (55/2001); and the Finnish Act on Co-operation within Undertakings (334/2007);

(aa)  “Relevant Transfer” has the meaning given in the Regulations;

(bb)  “Replacement Services” means any services which the Company obtains or itself provides in substitution for the Services or any part thereof following the termination or expiry of the Services being performed by the Supplier in accordance with the Contract;

(cc)   “Services” means the services described in the Order or as otherwise agreed in writing and the Supplier’s obligations under the Contract;

(dd)  “Services Commencement Date” means the date on which the Supplier commences performing the Services in accordance with the Contract or such other date as specified in the Order;

(ee)   “Service Levels” means the performance and/or quality standards (if any) for the Services and/or Goods contained or referred to in the Order or as otherwise agreed between the parties in writing;

(ff)    “Specifications” means the description or technical specification or other requirements (if any) or the Services and/or the Goods contained or referred to in the Order;

(gg)  “Successor Supplier” means any party which the Company appoints or invites to tender to provide Replacement Services;

(hh)  Supervisory Authority has the meaning given to it in the Data Protection Legislation

(ii)    “Supplier” means the person, firm or company with whom the Order is placed by the Company;

(jj)    “Supplier’s Equipment” means any goods supplied by the Supplier in connection with the Services, including, without limitation, the software (and the media on which the software is recorded) specified in the Order or which otherwise forms part of the Goods and/or Services;

(kk)   “Supplier’s Personnel” means all employees, staff, other workers, agents and consultants of the Supplier and any of its sub-contractors from time to time who are engaged in the provision of the Services from time to time but are not Assigned Employees;  

(ll)    “Term” means the duration of the Contract as specified in the Order; and

(mm) “VAT” means value added tax charged under English law for the time being and any similar tax in the applicable jurisdiction.

 

1.2            In these Conditions, the following shall apply:

(a)    (unless the context otherwise requires) words in the singular shall include the plural and vice versa, references to any gender shall include the others and references to legal persons shall include natural persons and vice versa;

(b)    a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(c)    any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(d)    headings are purely for ease of reference and do not form part of or affect the interpretation of the Contract.

 

2                 BASIS OF CONTRACT AND APPLICATION OF CONDITIONS 

 

2.1            Unless otherwise expressly agreed in writing and signed by a duly authorised representative of the Company and a duly authorised representative of the Supplier, these Conditions shall apply to and be incorporated into the Contract and all Orders placed by the Company are subject to these Conditions. 

 

2.2           All Orders shall be deemed to be an offer by the Company to purchase Goods and/or Services from the Supplier subject to these Conditions.

 

2.3           Unless specifically and expressly agreed to in writing by the Company and signed by a duly authorised representative of the Company, these Conditions shall be in substitution for any oral arrangements made between the Company and the Supplier and shall prevail over (and the Supplier waives any right it might otherwise have to rely on) all other terms and conditions and exclude the same, including any terms or conditions which the Supplier may seek to apply under any quotation, invoice, purchase order, order confirmation or similar document or any enquiry, letter, form of contract, specification, computer program, software, portal, interface, electronic communication or other document or communication put forward by the Supplier or which may otherwise be implied by law, trade custom or practice or course of dealing.

 

2.4           No addition to or variation of or exclusion or attempted exclusion of the Order and/or these Conditions or any of them shall be binding upon the Company unless specifically agreed to in writing and signed by a duly authorised representative of the Company.

 

2.5           Nothing in these Conditions shall:

(a)    grant any exclusive supplier status to the Supplier;

(b)    oblige the Company to purchase any goods and/or services; or

(c)    constitute any representation by the Company that it shall purchase any goods and/or services.

 

2.6           Should a conflict or inconsistency arise between the Order and these Conditions, the provisions of the Order shall prevail solely to the extent of the conflict or inconsistency. Each Order will be regarded as a separate agreement.

 

2.7           Any typographical, clerical or other error or omission in any offer, order or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

 

3                 ACKNOWLEDGMENT

 

3.1            The Company and the Supplier shall be bound by the Contract only if:

(a)    the Order is made in writing and is approved by a duly authorised representative of the Company; and

(b)    either, the Supplier accepts the Order in writing within seven (7) days of the date of the Order, or within such other period as may be specified in the Order, or where the Supplier fails to notify its acceptance to the Company within the relevant time period, the Supplier shall be deemed to have accepted the Order on expiry of the relevant time period, or the Supplier performing any act consistent with fulfilling the Order.

 

4                 QUALITY AND DESCRIPTION

 

Goods

4.1           Where Goods are being supplied, the Supplier warrants to the Company that the Goods will:

(a)    conform as to the quantity, quality and description and in all respects with the particulars stated in the Contract and comply in all respects with the relevant Specifications;

(b)    (without prejudice to condition 4.1(a) above) be of best quality, material and workmanship and fit for the purpose held out or represented by the Supplier or made known to it either expressly or by implication by the Company (and in this respect the Company relies on the Supplier’s skill and judgment);

(c)    be free from defects in design, materials and workmanship and remain so for at least twelve (12) months after delivery or such other longer period as may be specified in the Order or such other longer period as specified in accordance with Applicable Laws;

(d)    be capable of any standard of performance specified in the Order ;

(e)    comply in all respects with all Applicable Laws relating to the manufacture, labelling, packaging, packing, storage, transport, delivery and sale of the Goods which may be in force at the time when the same are supplied; and

(f)     be to the reasonable satisfaction of the Company.

 

4.2           In the event that the Goods are manufactured by a third party, the Supplier shall ensure that the benefit of any warranty, guarantee or other protections provided by the manufacturer or other supplier of the Goods and/or materials supplied as part of the Goods shall extend to the Company, or shall be capable of transfer to the Company and shall be transferred to them on the passing of title in the Goods pursuant to condition 11.2. For the avoidance of doubt, the Company’s rights under these Conditions are in addition to the statutory conditions implied in favour of the Company under applicable sales of goods legislation and the Company shall reserve its rights to pursue any remedy available to it.

 

4.3           The Company shall have the right to inspect and test the Goods at any time before delivery.

 

4.4           If following such inspection or testing the Company considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at condition 4.1, the Company shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

 

4.5           Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract. The Company shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

 

4.6           The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

 

Services

4.7           Without prejudice to any other rights the Company may have, where Services are being supplied, the Supplier warrants to the Company that the Supplier shall:

(a)    perform the Services in accordance with the Contract and shall meet any performance dates in the Order or notified by the Company to the Supplier;

(b)    perform the Services in accordance with the Service Levels;

(c)    perform the Services in compliance with the Specifications;

(d)    perform the Services with the best care, skill and diligence and in accordance with the highest professional standards prevailing in the industry at the time of performance and in compliance with all Applicable Laws relating to the performance of the Services at the time of performance;

(e)    ensure the Services are performed by appropriately qualified and trained personnel;

(f)     ensure that the remuneration of all Supplier’s Personnel is in accordance with all Applicable Laws (including collective bargaining agreements) and is paid timely and in full to the Supplier’s Personnel;

(g)    devote all the time and attention to the performance of the Services which is necessary for their satisfactory completion in accordance with the Contract;

(h)    advise, cooperate with and assist the Company with respect to all aspects of the Services and comply with the reasonable requests of the Company with respect to their performance;

(i)     ensure that the Services and any Deliverables will conform to the Specification in all regards and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Company;

(j)     use the best quality goods, material, standards and techniques, and ensure that the Deliverables and all goods and materials supplied and used in the Services or transferred to the Company, will be free from defect in workmanship, installation and design; and

(k)    to the extent that the Supplier’s performance of the Services relate to the Company’s branded products ensure that all Deliverables, products and materials provided or used by the Supplier in connection with the performance of such Services comply in all respects with all Applicable Laws and applicable industry standards relating to product safety.

 

4.8           The Company’s rights under these Conditions are in addition to the statutory conditions implied in favour of the Company under applicable sales of goods legislation.

 

5                 DELIVERY OF GOODS

 

5.1            The Goods shall be delivered at the Delivery Address on the Delivery Date specified in the Order (and in accordance with any applicable Incoterm (2020) specified in the Order) or, if no such date is specified, within 28 days. The Supplier shall supply the Company in good time with any instructions and other information required to enable the Company to accept delivery of the Goods. The Supplier shall ensure that each delivery is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods, storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

 

5.2           If, through no fault of the Company, the Goods are not delivered in full on the Delivery Date, then, without prejudice to any other rights it may have, the Company reserves the right to:

(a)    cancel the Contract in whole or in part without liability to the Supplier;

(b)    refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

(c)    recover from the Supplier any expenditure reasonably incurred by the Company in obtaining substitute goods from another supplier;

(d)    claim damages for any Losses suffered or incurred by the Company which are in any way attributable to the Supplier’s failure to deliver the Goods on the Delivery Date; and

(e)    have all sums previously paid by the Company to the Supplier under the Contract refunded by the Supplier.

 

5.3           In the event the Company cannot accept delivery of the Goods on the Delivery Date, the Supplier shall store the Goods without charge for the Company until such time as the Company shall notify the Supplier that it is able to accept delivery.

 

5.4           The Company shall be under no responsibility to accept delivery of Goods for which written instructions have not been provided by the Company. Deliveries of Goods other than in accordance with the Order or in excess of the quantities ordered may (at the Company's discretion) be returned to the Supplier at the Supplier's expense and risk and the Supplier shall pay all of the Company's costs of packing, handling and sorting such deliveries. Company shall be entitled to a full refund of any sums paid in respect of such Goods.

 

5.5           Without prejudice to any other of its rights, the Company may by notice in writing to the Supplier reject all or any of the Goods if the Supplier fails to comply with any of its obligations under the Contract.

 

5.6           The Company may (at its reasonable discretion) from time to time change any details specified in the relevant Order by written instructions.

 

5.7           The time of delivery of the Goods shall be of the essence of the Contract.

 

5.8           The Supplier may only make delivery of Goods by instalments with the prior written consent of the Company. If the Goods are to be delivered by instalments, the Contract shall be treated as a single Contract and not severable. Failure by the Supplier to deliver any one of the instalments on time or at all or any defect in an instalment shall entitle the Company to the remedies under condition 5.2.

 

5.9           The Goods shall be properly packed and secured in such manner as to reach their destination in good condition having regard to the nature of the Goods and the other circumstances of the case.

 

5.10          The Supplier agrees on request to supply the Company with any necessary declarations and documents stating the origin of the Goods and the manner in which they qualify for EU preferences.

 

5.11           The Goods shall be subject to inspection and testing by the Company. The Company shall not be deemed to have accepted the Goods until the Company has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.

 

5.12          In any case where the Goods, or any part thereof (whether or not inspected or tested by the Company) do not meet the requirements of the Contract on delivery the Company shall notify the Supplier that it rejects the Goods and shall specify the reasons therefore and the Supplier shall, at the Company’s option and at the Supplier’s expense re-perform such of the Services as may be necessary in order to supply replacement Goods which are in all respects in accordance with the Contract and supply replacement Goods to the Company and credit the Company with the price of the Goods which have been rejected and the price of the Services which were performed in connection with the creation of such Goods.

 

5.13          If the Supplier fails to replace any rejected Goods within a reasonable time the Company shall have the right to repair the Goods or to purchase replacement goods from another source and any money paid by the Company to the Supplier in respect of the rejected Goods together with any additional expenditure over and above the Price reasonably incurred by the Company in repairing the Goods or obtaining replacement goods shall be paid by the Supplier to the Company.

 

6                 PROVISION OF SERVICES

 

6.1           The Supplier shall perform the Services in accordance with the Contract.

 

6.2           In providing the Services, the Supplier shall obtain and at all times maintain all necessary licences and consents, and comply with all Applicable Laws.

 

6.3           The Supplier shall meet, and time is of the essence as to, any performance dates specified in the Order (or agreed in writing between the parties) and/or Service Levels. If the Supplier fails to do so, the Company may, without prejudice to any other rights it may have:

(a)    terminate the Contract in whole or in part without liability to the Supplier;

(b)    refuse to accept any subsequent performance of the Services which the Supplier attempts to make;

(c)    recover from the Supplier any expenditure reasonably incurred by the Company in obtaining substitute services from another Supplier;

(d)    claim damages for any costs, liabilities, loss and/or expense suffered or incurred by the Company which are in any way attributable to the Supplier’s failure to perform the Services on time; and

(e)    have all sums previously paid by the Company to the Supplier under the Contract refunded to the Company.

 

6.4           The Company shall be under no responsibility to accept provision of Services for which written instructions have not been provided by the Company. Provision of the Services other than in accordance with the Order may (at the Company's discretion) be rejected at the Supplier's expense and risk and the Company shall be entitled to a full refund of any sums paid in respect of such Services.

 

6.5           In the event the Company cannot accept performance of the Services on the agreed date, the Supplier shall postpone the performance of the Services without charge to the Company until such time as the Company shall notify the Supplier that it is able to accept performance.

 

6.6           The Company shall grant the Supplier and Supplier’s Personnel such access to its premises, offices, facilities and equipment as is reasonably necessary for the performance of the Services provided always that the Supplier shall procure that the Supplier's Personnel in attendance comply at all times with the Company’s policies and standards in respect of such premises, offices, facilities and/or equipment in force from time to time.

 

6.7           The Supplier shall maintain complete and accurate records of the time spent and materials used in providing the Services. The Company is entitled to inspect such records at all reasonable times on request.

 

6.8           The Supplier provides all equipment, tools and vehicles and such other items as are required to provide the Services.

 

7                 OBLIGATIONS IN RELATION TO GOODS AND SERVICES

 

7.1            The Supplier shall at all times ensure that all Goods and/or Services supplied and/or performed by the Supplier to the Company pursuant to the Contract shall be supplied and performed strictly in accordance with all Applicable Laws.

 

7.2           The Supplier shall at all times ensure that all Goods and/or Services supplied and/or performed by the Supplier to the Company pursuant to the Contract together with all of the Supplier’s premises, offices, facilities and/or equipment used in connection with the supply and/or performance of the same, shall be supplied and performed strictly in accordance with any and all policies, standards, requirements and procedures notified by the Company to the Supplier from time to time.

 

7.3           Upon request of the Company, the Supplier agrees to develop a compliance program to evaluate and monitor any of its approved sub-contractors used in relation to the supply of the Goods and/or performance of the Services to ensure compliance any policies and guidelines issued by the Company together with any Applicable Laws from time to time. The Supplier agrees to submit its proposed compliance program for Company’s approval within the timeframe set out by the Company and on an annual basis thereafter, so that progress can be measured on an ongoing basis. 

 

7.4           Upon request of the Company, the Supplier shall also implement a plan of action to be agreed with the Company for the continuous improvement of factory working conditions in its factories and the factories of any of its approved sub-contractors.

 

7.5           The Supplier further agrees that, for the purpose of the Company assessing the Supplier’s compliance with the provisions of this condition:

(a)    the Company including, without limitation, its personnel, agents, auditors (internal and external) and representatives shall (at the Supplier's cost) at any time without notice have full and unrestricted access to such premises, offices, facilities, records, systems, books, accounts, equipment, workers and management used in connection with the Supplier’s supply of the Goods and/or performance of the Services;

(b)    the Company shall have the right to interview the Supplier’s Personnel and the Supplier undertakes to the Company that such personnel assisting the Company shall not be discriminated against and/or prejudiced in any way by his/her participation in the same;

(c)    the Supplier shall comply in all respects with any and all disclosure requirements made by the Company and/or any third party; and

(d)    to the extent that the Supplier (in the Company’s opinion) does not comply in whole or in part with the provisions of this condition 7.5, the Supplier shall promptly implement such measures as the Company reasonably determines necessary to achieve compliance. 

 

8                 TUPE

 

8.1           The Company and the Supplier acknowledge that the commencement of the Services by the Supplier in accordance with the Contract may constitute a Relevant Transfer and agree that where the Regulations apply on such commencement then conditions 8.2 to 8.4 shall apply.

 

8.2           The Company shall, in relation to any Company Transferring Employees, comply with its obligations arising under the Regulations. The Company shall use its reasonable endeavours to ensure that any of its sub-contractors who employ Company Contractor Transferring Employees whose contracts of employment will transfer to the Supplier on its commencement of the Services similarly comply with their duties under the Regulations.

 

8.3           The Company shall indemnify the Supplier in full for and against all Losses incurred or suffered by the Supplier which it may incur on account of or arising from:

(a)    anything done or omitted to be done by the Company in respect of any of the Company Transferring Employees prior to the commencement of the Contract; and

(b)    any claim made at any time by any employee of the Company other than the Company Transferring Employees who claim to have become an employee of or have rights against the Supplier by virtue of the Regulations;

provided that such Losses are not payable as a result of any act or omission of the Supplier.

 

8.4           All salaries and other emoluments including holiday pay, taxation and National Insurance contributions and contributions to retirement benefit schemes relating to the Company Transferring Employees shall be borne by the Company up to the commencement of the Contract and by the Supplier with effect from the date the Contract commences.

 

8.5           The Supplier shall indemnify the Company in full for and against all Losses incurred or suffered by the Company  which it may incur on account of or arising from:

(a)    any failure by the Supplier to comply with its obligations pursuant to the Regulations; and

(b)    anything done or omitted to be done by the Supplier in respect of any of the Company Transferring Employees.

 

8.6           The Supplier shall, within two (2) calendar weeks of a written request from the Company at any time, provide the Company with information which the Company reasonably requests about the Assigned Employees, including, without limitation, details of their age, terms and conditions of employment and any employment policies applicable to them from time to time, to the extent that such is permitted under applicable Data Protection Legislation.

8.7           The Supplier will procure that the provision of the Services is managed in such a way as to prevent any employees and any employees of any sub-contractor engaged by the Supplier in the provision of all or any part of the Services being wholly or mainly dedicated to their performance and so that (subject to compliance with Applicable Laws) any such employee is redeployed within the Supplier should the Company transfer the Services to itself or a Successor Supplier.

 

8.8           As a result of condition 8.7 above, the Company and the Supplier do not envisage that the termination or expiry of the Services performed by the Supplier in accordance with the Contract would constitute a Relevant Transfer and agree that as a consequence, the contracts of employment of any employee of the Supplier or its sub-contractors who perform the Services shall not have effect from and after such termination or expiry as if originally made between each such person and the Company or a Successor Supplier pursuant to the Regulations.

 

8.9           Notwithstanding conditions 8.7 and 8.8 above, if the Regulations apply to transfer the employment of any Assigned Employees to the Company or any Successor Supplier then the Supplier shall indemnify the Company and any Successor Supplier in full for and against all Losses which they may incur or suffer on account of or arising from:

(a)    any claim by an Assigned Employee in respect of any act or omission by the Supplier or any other fact or matter to the extent that such claim concerns or arises from his employment on or before the transfer;

(b)    any claim arising from the failure by the Supplier to comply with any of its obligations under the Regulations;

(c)    all and any claims in respect of all emoluments and outgoings in relation to the Assigned Employees (including, without limitation, all wages, bonuses, income tax, applicable social security contributions, pension contributions and otherwise) payable in respect of any period on or before the transfer;

(d)    any claim arising out of the provision of, or proposal by the Supplier to offer any change to any benefit, term or condition or working condition of any Assigned Employee arising on or before the transfer;

(e)    any statement communicated to or action done by the Supplier or in respect of any Assigned Employee on or before the transfer date regarding the transfer which has not been agreed in advance with the Company in writing;

(f)     any claim made by or in respect of any person employed or formerly employed by the Supplier other than an Assigned Employee for which it is alleged the Company or any Successor Supplier may be liable by virtue of this agreement and/or the Regulations; and

(g)    the termination of the employment of any Assigned Employee within thirty (30) days of the date on which the Assigned Employee transfers to the Company or a Successor Supplier including, without limitation, notice monies, payment in lieu of any accrued annual leave and redundancy costs or any indemnity or compensation payable by the Company in application of the Regulations.

 

8.10          The parties shall co-operate to ensure that any requirement to inform and consult employee representatives in relation to any Relevant Transfer will be fulfilled. The Supplier agrees that it will consent to, and co-operate with, pre-transfer consultation by the Company or any Successor Supplier under Part IV of the Trade Union and Labour Relations (Consolidation) Act 1992 (“TULRCA”), and the Regulations.

 

8.11          If any contract of employment of any person other than an Assigned Employee including, without limitation, any other Supplier’s Personnel or any person who has been dismissed or has had his employment terminated at any time prior to the date of the Relevant Transfer but whose re-engagement or reinstatement is ordered by any tribunal takes effect as if originally made between the Company or Successor Supplier and such person as a result of the provisions of the Regulations:

 

(a)    the Company or Successor Supplier shall notify the Supplier within seven (7) days of becoming aware of the transfer of such employee's contract of employment. The Supplier shall have seven (7) days from the date of receipt of such notice (the "Offer Period") to offer alternative employment to the employee if the Supplier so wishes. The Supplier shall inform the Company or Successor Supplier of any offer so made by no later than the expiry of the Offer Period. If no such offer is made within the Offer Period or if such offer is not accepted or if the Supplier does not inform the Company or Successor Supplier that such offer has been made within the Offer Period, the Company or Successor Supplier may within fourteen days of the expiry of the Offer Period terminate such employee’s employment to the extent permitted by the Regulations;

(b)    the Supplier shall indemnify the Company and/or the Successor Supplier in full for and against all Losses which they may incur or suffer on account of or arising from:

(i)                anything done or omitted to be done by the Supplier or any other event or occurrence in respect of any such employee at any time prior to the date of the Relevant Transfer;

(ii)               any termination of any such employee’s employment in accordance with condition 8.11(a) above; and

(iii)              the cost of the emoluments and other outgoings (including, without limitation, all wages, bonuses, income tax, applicable social security contributions, pension contributions and otherwise) in relation to any such employee whose employment is terminated under condition 8.11(a) above incurred by the Company or Successor Supplier in respect of the period from the date of the Relevant Transfer up to such termination under condition 8.11(a).

 

8.12          The Supplier shall indemnify the Company and any Successor Supplier in full for and against any Losses they may incur or suffer on account of any claims arising from any act or omission of the Supplier in relation to any other Supplier's Personnel who is not an Assigned Employee during any period whether before, on or after the Termination Date.

 

9                 DATA PROTECTION & INFORMATION SECURITY

 

9.1           Each party undertakes that it shall duly observe all its obligations under the Data Protection Legislation which arise in connection with the Contract to the extent applicable to the activities undertaken by each party. To the extent the nature of the Services requires the Supplier to Process Personal Data as a Data Processor on behalf of the Company, the Supplier shall:

(a)    only carry out such Processing as far as necessary for the performance of the Contract and in accordance with the Contract and the Company’s instructions;

(b)    at all times comply with obligations equivalent to the obligations of a Data Controller under the provisions of the Data Protection Legislation and implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful Processing or (accidental) destruction, modification, damage or loss;

(c)    keep confidential and procure that all Supplier’s Personnel who have or will have access to the Personal Data keep confidential the Personal Data, ensure the reliability of such Supplier's Personnel, and not subcontract any data Processing obligations without the Company’s prior written consent. The Supplier shall procure that all the Supplier's Personnel and any sub-Processors who have access to the Personal Data in connection with the Contract will comply with the terms of this condition 9 and the Supplier shall be liable for all acts, omissions of the Supplier's Personnel and any of its sub-Processors;

(d)    not disclose Personal Data to any third party without the Company’s prior written consent and in the event that such consent is given the Supplier shall ensure that the third party is bound by the same obligations as the Supplier as set out in this condition;

(e)    not (by any knowing, wilful or negligent act or omission) place the Company in breach of the Data Protection Legislation;

(f)     not Process or cause to be Processed Personal Data outside the European Economic Area except with the Company’s prior written consent (with the Supplier having fulfilled all Company requirements to enable such Processing);

(g)    immediately, after becoming aware, inform the Company of (i) any breach of this condition, (ii) (indications of) an incident or breach of the technical and organisational measures as provided above under 9.1(b) that (may) result in the unauthorised or unlawful Processing or (accidental) destruction, modification, damage or loss of the Personal Data; (iii) any request, complaint or other communication of a Data Subject or competent authority relating to the Personal Data, without responding to such request, complaint or other communication, unless authorised to do so by the Company or by Applicable Laws; and (iv) at the Supplier's cost, any other information which may be required by the relevant supervisory authority under the Data Protection Legislation and shall assist the Company in ensuring compliance with any requirements to notify any relevant supervisory authority and/or Data Subject of any applicable Personal Data breach;

(h)    immediately after becoming aware of any breach of this condition, take all reasonable steps to mitigate any risk of a further breach occurring;

(i)     not disclose any information about or in connection with any unauthorized or unlawful Processing or accidental loss or destruction of, or damage to Personal Data other than to the Company, or as may be required by Applicable Laws provided the Supplier has the prior written consent of the Company;

(j)     upon request, assist the Company in ensuring compliance with the Company’s obligations to respond to requests from Data Subjects exercising their rights under the applicable Data Protection Legislation;

(k)    permit the Company or Company’s representative (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit, in accordance with this condition, the Supplier's data Processing activities (and/or those of the Supplier’s Personnel) and comply with all reasonable requests or directions by the Company to enable the Company to verify and/or procure that the Supplier is in full compliance with its obligations under this condition;

(l)     comply with security standards BS 10012, ISO/IEC27002 and ISO/IEC27001 and carry out regular security audits as required by the applicable security standards to ensure compliance and shall, on request, provide copies of such audits to the Company. If such audits show any non-compliance, the Supplier shall immediately remedy such breaches of the security standards at its own expense;

(m)   at the Company’s first request: (i) render its full assistance in order to enable the Company to comply with its obligations under the Data Protection Legislation; and (ii) either forthwith return to the Company all (copies of) Personal Data, or destroy the same promptly and provide the Company with proof of destruction, except for Personal Data the Supplier is required to keep by virtue of Applicable Laws; and

(n)    upon expiry or termination of the Contract for any reason whatsoever comply with any other agreement made between the parties concerning the return and/or destruction of Personal Data.

 

9.2           The Supplier shall provide, at the Supplier’s cost, such information as may be required by the Company from time to time to assess the Supplier’s compliance with this condition.

 

9.3           The provisions of this condition shall apply during the continuance of the Contract and indefinitely after its expiry or termination.

 

10               COMPANY’S MATERIAL

 

10.1          The Company is responsible for providing Material that the Supplier reasonably requests for the purposes of supplying the Goods and/or performing the Services and that the Company considers reasonably necessary for such purpose.

 

10.2          The Supplier shall hold all Material provided by the Company in safe custody at its own risk, maintain such Material in good condition until returned to the Company, and not dispose or use the Material other than in accordance with the Company's written instructions or authorisation.

 

10.3          The Material which has been disclosed by the Company to the Supplier and any other confidential information concerning the Company’s business or its products which the Supplier might obtain shall be treated by the Supplier as strictly confidential and the Supplier, the Supplier's Personnel and its other officials, employees and agents (who the Supplier shall make aware of these obligations of confidentiality) shall not at any time disclose the Material or any of it to any third party, or make any use of any of it (otherwise than to perform its obligations hereunder), without the Company’s prior written consent provided that the obligations of this condition shall not extend to any information which is or becomes generally available to the public other than as a result of breach by the Supplier of its obligations hereunder or of any other duty of confidence. Supplier shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging the Supplier’s obligations to the Company.

 

10.4          At the Company’s request, which it may make at any time, the Supplier shall promptly return the Material (together with all copies thereof and any other documents in its possession or control which contain any Material) to the Company. 

 

10.5          The Material, together with all Intellectual Property Rights of whatever nature subsisting therein or relating thereto or which the Company permits the Supplier to use for the purposes of the supply of the Goods and/or the performance of the Services (as applicable) shall remain the Company’s property at all times and shall be used only for the purpose of supplying the Goods and/or performing the Services to the Company.

 

10.6          The Company shall own absolutely, and the Supplier hereby assigns to the Company with full title guarantee free from encumbrances and licences, and for no additional remuneration, all the right title and interest in and to all the Intellectual Property Rights throughout the world subsisting in or relating to the Goods or Services (including, without limitation, the Deliverables) in so far as they are designed created or otherwise developed by or for the Supplier pursuant to the Contract; and any and all Intellectual Property Rights arising from or produced in the course of providing the Services including, without limitation, the Supplier’s Equipment shall vest in the Company and be the Company’s exclusive property.

 

10.7          The Supplier shall promptly at the Company’s request from time to time (and notwithstanding the termination of the Contract) sign and execute and procure the signature and execution of all such documents and do all such acts and things and provide such information and assistance as the Company may reasonably require for the purposes of obtaining or confirming to the Company all rights in and full title to the Intellectual Property Rights or any of them, and for the purpose of asserting protections or defending any of them.

 

10.8          The Supplier shall not incorporate or include in the Goods, Services or Deliverables any thing or material whose use requires the consent or licence of a third party, without the written consent of the Company. Where such consent is given, and without prejudice to condition 10.5 the Supplier shall procure that it obtains all consents or licences necessary from third parties in writing to use any Intellectual Property Rights owned by a third party in connection with the supply and use by the Company, any third party or any entity within the Group of the Goods or any of them as they may see fit anywhere in the world or the performance of the Services.  The Supplier shall provide the originals of all such consents to the Company upon delivery of the Goods (or relevant part of them) and/or Services (as applicable).

 

11               PASSING OF PROPERTY

 

11.1           Risk of damage to or loss of the Goods shall pass to the Company on delivery to the Company in accordance with this Contract.

 

11.2           The property in the Goods shall pass to the Company on the date of notification by the Supplier that the Goods are due and ready for delivery or, if earlier, immediately prior to any resale of the Goods by the Company but in either case without prejudice to:

(a)    the passing of property at an earlier time under any Applicable Laws; and

(b)    any right of rejection which may accrue to the Company under these Conditions or otherwise.

 

12               PRICE AND PAYMENT

 

12.1           In consideration of the supply of Goods and/or the performance of the Services (as applicable) by the Supplier, the Company shall pay the Price.

 

12.2          The Price or rates specified in the Order for the supply of the Goods and/or the performance of the Services shall be fixed and shall be exclusive of VAT but inclusive of all disbursements and costs of performance including, without limitation, costs of obtaining any licences and consents from any third parties in accordance with condition 10.5 and condition 10.7, charges for transport, materials, services provided by third parties, packaging, packing, carriage, insurance and delivery of the Goods to the Delivery Address and any import taxes or duties or other duties, taxes, imposts or levies incurred by the Supplier. In the event the Company makes its own arrangements for the carriage and/or packaging for the Goods an amount equivalent to the cost to the Supplier of carriage and/or packaging for the Goods shall be deducted from the Price. In the event the Company specifies an Incoterm (2020) in an Order, the provisions of such Incoterm shall prevail to the extent there is any conflict between the provisions of such Incoterm and these conditions.

 

12.3          The Supplier shall be entitled to invoice the Company for all amounts due under the Contract on or at any time after the later of delivery of the Goods and/or completion of provision of the Services or at such other time as the Order states or the parties have agreed in writing. Subject to condition 12.6, and subject to any different payment terms which have been agreed in writing with the Company and set out in an Order, payment shall be made within sixty (60) days of receipt by the accounts payable department of the Company (or such other department and/or location as directed by the Company) of an appropriate VAT invoice from the Supplier together with a copy of the relevant Order attached and specify the name of the person at the Company who is the Supplier's contact (subject to any deduction or set off of any sums owed to the Company by the Supplier). Earlier payment terms may be accepted, provided that they are agreed in writing with the Company and are linked to an early settlement discount. Time for payment shall not be of the essence of the Contract.

 

12.4          Each advice note, delivery note, bill of lading and invoice shall bear any applicable component number, Order number, Delivery Date or date for completion of the Services (as applicable) and the location to which the Goods are to be delivered or at which the Services are to be provided.

 

12.5          Upon written notice to the Company, the Supplier shall be entitled to charge interest on any late payments made by the Company hereunder (save where such payments are contested in whole or in part by the Company) at the rate of 2% above the base rate of the National Westminster Bank plc from time to time.  The parties acknowledge that the sums payable pursuant to this condition 12.5 are in lieu of any sums due pursuant to the Late Payment on Commercial Debts (Interest) Act 1998 and/or the Late Payment of Commercial Debts Regulations 2002.

 

12.6          Payments shall be made electronically by the Company to the Supplier's bank account.  The Supplier shall provide details of the relevant bank account (sufficient for the Company to make payment of an invoice) in a written notice signed by two (2) authorised bank signatories of the Supplier on or before the date on which the first invoice from the Supplier is received by the Company.  The Company shall be entitled to delay payment until such details are received.

 

13               TERMINATION

 

13.1           The Company may terminate the Contract forthwith at any time by notice in writing and the Company shall pay the Supplier a fair and reasonable price for the Goods supplied and the Services performed up to the date of termination.

 

13.2          The Company may terminate the Contract by notice in writing with immediate effect without compensation to the Supplier if:

(a)    the Supplier commits a breach of the Contract which is not capable of remedy or persistently repeats a remedial breach or, if capable of remedy, the breach not remedied within 30 days of a notice from the Company specifying the breach and requesting it to be remedied; or

(b)    the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction); or

(c)    the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with its creditors, having a receiver appointed to any of its assets, or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction

(d)    any of the Supplier's Personnel, or its sub-contractors personnel, which the Company specifies at the time of placing the Order are key personnel for the purposes of the production of the Goods or performance of the Services cease to be engaged by the Supplier; or

(e)    there is at any time a material change in the management or direct or indirect control of the Supplier; or

(f)     the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its; or

(g)    the financial position of the Supplier deteriorates to such an extent that in the opinion of the Company the capability of the Supplier to adequately fulfil its obligations under the Contract has been jeopardised; or

(h)    if the Company reasonably apprehends that the Supplier has not duly paid any emoluments and outgoings in relation to the Supplier's Personnel (including, without limitation, all wages, bonuses, income tax, applicable social security contributions, pension contributions and otherwise); or

(i)     the Supplier, including the Supplier’s Personnel, does or omits to do an act or becomes involved in a situation which in the reasonable opinion of Castore, brings Castore into public disrepute, contempt, scandal or ridicule, offends public opinion or damages or reflects unfavourably upon the reputation of Castore, the Castore brands, Castore partners and/or any Group entity.

 

13.3          The exercise of any of the rights granted to the Company under this condition shall not prejudice or affect any right of action or remedy which may have already accrued or may accrue thereafter to the Company.

 

13.4          Without prejudice to any other right or remedy the Company shall be entitled to deduct by way of set-off any sums paid to the Supplier for Goods which have not yet been delivered and/or Services which have not yet been provided.

 

13.5          All accrued rights and liabilities of the parties shall survive termination or expiration of the Contract.

 

13.6          In the case of condition 13.2(a), the Company shall be at liberty to allow any receiver, administrative receiver, administrator, liquidator or other duly appointed person to deal with the Supplier's estate, the option of carrying out the Contract.

 

13.7          The Company may cancel any Order or part thereof by giving notice to the Supplier at any time prior to the relevant delivery.  In the event that the Company exercises the rights of cancellation in accordance with this condition its sole liability to the Supplier shall be to pay for the cost to the Supplier of the work reasonably carried out by the Supplier at the date of cancellation and liability reasonably incurred by the Supplier to a third party at the date of termination in relation to the manufacture and supply of the Goods or provision of Services.

 

13.8          On termination of the Contract for any reason, the Supplier shall immediately deliver to the Company all Deliverables whether or not then complete, and return all Materials belonging to or provided by the Company. If the Supplier fails to do so, then the Company may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

 

14               REMEDIES

 

14.1          Without prejudice to any other remedies of the Company, the Supplier shall, forthwith upon a request from the Company:

(a)    replace or (at the Company’s option) repair all Goods which are or become defective during the period of twelve (12) months from the date of delivery (or such other longer period as specified in accordance with Applicable Laws) where the defect occurs under proper usage and is due to defective performance of the Services or to faulty design or inadequate or faulty materials or workmanship, the Supplier’s erroneous instructions as to use, erroneous data or any breach by the Supplier of any provision of the Contract;

(b)    re-perform any Services found to have been performed defectively within twelve (12) months of the date of performance (or such other longer period as specified in accordance with Applicable Laws);

(c)    reimburse all freight and handling costs reasonably incurred by the Company and/or for which it may be liable in respect of any Goods which do not meet the requirements of the Contract;

(d)    reimburse all freight and handling costs reasonably incurred by the Company in the implementation of a stock recovery, recall or market withdrawal of any Goods which do not meet the requirements of the Contract or any similar goods previously supplied by the Supplier in any part of the world; and/or

(e)    treat the Contract as discharged by the Supplier’s breach (which includes any failure of the Goods and/or Services to meet the requirements of the Contract following delivery of replacement Goods and/or re-performances) and to require the repayment of any part of the Price which has been paid.

 

15               INDEMNITY

 

15.1           The Supplier shall indemnify the Company and keep the Company fully and effectively indemnified and hold the Company harmless from and against all claims made against the Company by a third party and all Losses (suffered or incurred by the Company arising from or in connection with:

(a)    the negligent or wilful acts or omissions of the Supplier, the Supplier's Personnel or its other agents, employees, officers, subsidiaries, associated companies or contractors in supplying, delivering and/or installing the Goods and/or performing the Services (as applicable);

(b)    the direct or indirect breach of any provision of the Contract or the Conditions by the Supplier, the Supplier's Personnel or its other agents, employees, officers, subsidiaries, associated companies or contractors; or

(c)    any actual infringement or alleged infringement anywhere in the world of any Intellectual Property Rights or any misuse or alleged misuse of any confidential information, in respect of any of the Goods or Services (as applicable) or products of the Services (including, without limitation, the Deliverables) or their use by the Company or any person claiming through the Company unless such infringement has occurred directly as a result of any specification supplied by the Company.

 

15.2          Without prejudice to any other remedies of the Company, in the event of any third party claim or Losses arising from or in connection with the circumstances described in condition 15.1(c), the Supplier shall at the Company's discretion: 

(a)     procure the right for the Company and any person to whom the Company has made the same available to continue using (or, as applicable, selling) the Goods, Services or the products of the Services (including, without limitation, the Deliverables) (as applicable); or

(b)     replace, vary or modify the Goods, Services or the products of the Services (including, without limitation, the Deliverables) (as applicable) so that they no longer infringe the rights of any third party (provided that such replacement, variation or modification shall not materially detrimentally affect the Goods, Services or products of the Services (including, without limitation, the Deliverables) (as applicable.

 

15.3          If the Supplier is unable to remedy the circumstances giving rise to a claim under condition 15.1(c) to the Company's satisfaction within [30 days] of a request to do so, the Company shall be entitled to terminate the Contract by notice in writing with immediate effect without compensation to the Supplier.

 

15.4          Subject to condition 15.6 below the Company’s total aggregate liability to the Supplier in respect of all causes of action arising out of or in connection with the Contract (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) shall not exceed the Price.

 

15.5          Subject to condition 15.6 below the Company shall have no liability whatsoever for any indirect, special, consequential or exemplary damages arising out of the making of the Order, the purchase of the Goods and/or Services or any breach of the Contract whether or not the Company knew or should have known of the possibility of such loss.

 

15.6          Nothing in this Contract shall limit or exclude the Company’s liability for:

(a)    death or personal injury caused by its negligence; or

(b)    fraud or fraudulent misrepresentation.

 

16               COMPLIANCE

 

16.1          The Supplier acknowledges and agrees that it shall comply (and shall ensure that its owners, directors, staff and subcontractors comply) with all Applicable Laws relating to:

(a)  anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010 (BA 2010) and shall not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the BA 2010 if such activity, practice or conduct had been carried out inside the UK;

(b)  anti-slavery and human trafficking (including the Modern Slavery Act 2015) and shall not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; and

(c)   tax evasion facilitation (including the Criminal Finances Act 2017) and shall maintain in place throughout the term of this Agreement such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of the party) (together the “Compliance Standards”)

 

16.2          The Supplier shall immediately disclose to the Company any event which may be a deemed a breach of: (i) the Compliance Standards; and/or (ii) any other Applicable Laws relating to anti-bribery and corruption, anti-trust and competition, anti-slavery and human trafficking, anti-facilitation of tax evasion and ethical trading practices and enforce them where appropriate and immediately remedy the same (if capable of remedy).

 

16.3          The Supplier represents and warrants that: (i) neither the Supplier nor any of the Supplier’s personnel have been convicted of any offence involving slavery and human trafficking, tax evasion, the facilitation of tax evasion, bribery or corruption; and (ii) it has not been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of, or in connection with, slavery and human trafficking, tax evasion, the facilitation of tax evasion, bribery or corruption.

 

16.4          The Supplier may be required from time to time, at the reasonable request of the Company, to confirm in writing that it has complied with its obligations under this condition and must provide any information reasonably requested by the Company in support of such compliance.

 

16.5          The Supplier will ensure that any person associated with it who supplies goods or performs services in connection with this Agreement (which for the avoidance of doubt includes any of the Supplier’s sub-contractors) does so only on the basis of a written agreement which imposes on and secures from such person(s) terms equivalent to those imposed on the Supplier in this condition 16 ("Relevant Terms"). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to the Company for any breach by such person(s) of any of the Relevant Terms.

 

16.6          Breach of this condition 16 shall be deemed as an irremediable material breach and the Company shall be entitled to immediately terminate this Agreement.

 

17               GENERAL

 

17.1           The Supplier will at all times insure and keep itself insured with a reputable insurance company against all insurable liability under the Order and in respect of the Goods and/or the Services (as applicable) and without prejudice to the generality of the foregoing against all the Supplier's liabilities under condition 15.   

 

17.2          The Supplier will provide all facilities, assistance and advice required by the Company or the Company's insurers for the purpose of contesting or dealing with any action, claim or matter arising out of the Supplier's performance of the Order and shall provide copies of all such insurance policies to the Company upon request. Without prejudice to any other provision of these Conditions, if and to the extent that the Supplier recovers any sums pursuant to any insurance policy referred to in condition 17.1, the Supplier undertakes and agrees to pass on the proceeds of the same to the Company (without deduction, commission or set off) within five (5) days of receipt of funds from the relevant insurance company.

 

17.3          The Supplier shall not without the Company’s prior written consent assign, transfer (including by way of merger, divestment or transfer of universality), mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. The Company may without the prior written consent of the Supplier assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

 

17.4          The Company shall not be liable to the Supplier or be deemed to be in breach of contract by reason of any delay in performance or any failure to perform any of its obligations in relation to the Goods and Services, if the delay or failure was beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to its workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.  If the cause of such suspension shall continue for more than one month, either party shall have the right to terminate the Contract upon giving not less than seven (7) days’ prior written notice to the other and the only liability of the Company shall be to pay the Supplier for Services performed and/or Goods delivered (as applicable) prior to the date of such suspension.

 

17.5          Any notice given under or pursuant to the Contract may be sent by hand or by post or by registered post or by recorded delivery services to the address of the other party stated on the Order or to such other address as the party may by notice to the other have substituted and shall be deemed effectively given on the day when in the ordinary course of business it would first be received by the addressee in normal business hours.

 

17.6          The Supplier shall not, without the prior written consent of the Company, make any press announcements or publicise this Contract or its contents in any way, or use the Company’s (or Group’s) name or brand in any promotion or marketing or announcement of Orders without the prior written consent of the Company.  The Supplier shall take all reasonable steps to ensure that all of the Supplier’s Personnel observe the provisions of this condition.

 

17.7           The Supplier (and/or the Supplier’s Personnel) shall not commit any act or become involved in any situation which in the reasonable opinion of Castore, brings Castore into public disrepute, contempt, scandal or ridicule, offends public opinion and/or damages or reflects unfavourably upon the reputation of Castore, the Castore brands, Castore partners and/or any Group entity.

 

17.8          The Supplier acknowledges to the Company that nothing in the Contract either expressly or by implication constitutes an endorsement of any products or services of the Supplier (including the Goods, Deliverables and/or Services as applicable) and each party agrees not to conduct itself in such a way as to imply or express any such approval or endorsement.

 

17.9          No failure or delay by the Company to exercise any of the rights under these Conditions shall operate as a waiver thereof and shall in no way affect the Company’s right to enforce such provision later.

 

17.10         Should any of the provisions of the Contract be void or voidable the existence or consideration thereof shall not prejudice the enforceability of the remaining provisions hereof.

 

17.11          The Company and any entity within its Group, may rely on or enforce any term of the Contract.

 

17.12         Except as expressly provided in condition 17.11, a party who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of the Contract, save in respect of the Successor Supplier and sub-contractors as referred to within the indemnities in condition 8.

 

17.13         Nothing in the Contract shall create a joint venture or relationship of partnership or agency between the parties.

 

17.14         The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall in all respects be governed by and construed in accordance with the laws of England & Wales.  The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims.