Terms & Conditions
1. DEFINITIONS AND INTERPRETATION
1.1 In this contract, the terms used have the following meanings, unless the context otherwise requires: "Contract" these Terms and Conditions of the relevant Order that has been accepted by the Supplier, the "Customer" the customer of the Supplier; "Data Protection Legislation" (i), unless the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national laws, regulations and secondary legislation as amended or updated from time to time in the UK, and thereafter (ii) any successor provisions of the GDPR or the Data Protection Act 1998; "Liability" has the meaning set out in Clause 6.6.2; "Order" a Customer's request to the Supplier for the delivery of certain products; Customer or Supplier of "Party"; "Payment" has the meaning set out in Clause 4.1; "Price" the price to be paid by Customer to Supplier for delivery by Supplier of Products as set out in Supplier's written published price list or as otherwise agreed by Supplier in writing; "Products" any products of the Supplier delivered or to be delivered to the Customer by the Supplier in accordance with this Agreement; "Supplier" Penguins BM Ltd, a company registered in England under number 12577820 with headquarters in London, 337 Althlon Road, Wembley ,,; "Business Day" any day other than (i) Saturday, (ii) Sunday or (iii) a day on which clearing banks are not physically open to do business in London;
1.2 references to "Clauses" mean clauses in these Terms;
1.3 The headings of the terms do not affect the interpretation of those terms.
1.4 The reference to one gender includes all other genders. Singular words include plural and plural words include singular.
1.5 references to "includes" or "including" or similar words or phrases have the meaning without limitation
1.6 references to any statute or statutory provision include any subordinate provisions issued thereunder, any provisions that have been changed or reintroduced (with or without modification), and any provisions which subsequently replace or re-enter them (with or without modification). ); and
1.7 references to "in writing" or "in writing" (except when sending notice under Clause 11) also include electronic form.
2.1 The terms of this Agreement apply to the exclusion of any terms submitted, proposed or specified by the Client. These Terms and Conditions apply to the delivery of all Products by the Supplier. The submission by the Customer of any delivery instructions or acceptance by the Customer of delivery of the Products is tantamount to the Customer's unconditional acceptance of these Terms.
2.2 Except as expressly provided in this Agreement, this Agreement (including any documents referred to therein) shall be in full exclusion from any other agreements, arrangements or arrangements of any kind between the Parties to this Agreement prior to the date of this Agreement and in any way relating to subject to this Agreement, and to the exclusion of any representations not expressly set forth herein, except for any fraudulent misrepresentation or misrepresentation as to the essentials. Each Party acknowledges that it has not concluded this Agreement based on any representation not expressly included in this Agreement.
2.3 This Agreement (and any documents referred to herein) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and has no terms, conditions, conditions or obligations, whether oral or written, express or implied, other than contained or referred to herein.
2.4 Measurements in Supplier's brochures or materials are approximate to give a general idea of the size and dimensions. The Manufacturer may make reasonable changes to the Products. Any samples, drawings, descriptive materials or advertisements produced by Supplier and any descriptions or illustrations contained in Supplier's catalogs or brochures are created solely for the purpose of approximating the Products presented therein. They do not form part of the Agreement or have contractual force.
2.5 Any quotation or cost estimate made by or on behalf of Penguins BM Ltd, in writing and / or orally, constitutes an invitation solely to the Buyer to submit an offer. The offer is valid for 30 days only and the prices listed in any quote or quote are subject to change
2.7 The order constitutes an offer made by the Customer to purchase Products in accordance with these Terms. Unless the Supplier indicates otherwise, this Agreement will be legally established and the Parties will be legally bound when the Supplier expressly gives its consent to the Customer's Order, at which point and on which date the Agreement becomes effective. Each offer on the part of the Supplier is an invitation to treatment and cannot be accepted by the Customer's Order.
2.8 It is the Client's responsibility to ensure that all information provided by him is complete and accurate. The Customer ensures that the Order and individual Products meet its specific requirements.
2.9 Once the contract becomes legally binding, any cancellation thereof shall be at the sole discretion of the other party with written consent.
2.10 Each Order is a separate contract. More than one agreement between the parties may apply at the same time as this Agreement.
3 DELIVERY AND RISK
3.1 In return for the payment of the Price and any other amounts due from the Customer under this Agreement, the Supplier will provide the Customer with the Products referred to in the Order.
3.2 Supplier expects to deliver most Orders within approximately two Business Days from receipt of the Order, but timing will not be relevant. The Supplier will use all reasonable efforts to comply with any time frame expressly agreed by the Supplier and the Customer's reasonable delivery instructions. Any delivery time frame in the previous contract will not indicate a delivery time frame in this contract. We cannot guarantee delivery within this timeframe and we will not accept liability if your order is delivered outside of the 3-5 day timeframe.
3.2.1 Most orders are handled by third parties. Therefore, we take responsibility for damage or non-delivery.
3.2.2 The Customer shall fully insure the Products on behalf of the Supplier with a reputable insurance company, at their full price, against all risks of loss or damage from the moment the risk is transferred to the Customer until the legal title passes in accordance with clause 4. Upon request, the Customer shall provide the Supplier with an insurance policy. If the Products are lost, damaged or destroyed, the Customer will retain the insurance proceeds on and at the Supplier's order pending payment.
3.3 The Supplier reserves the right to delay delivery or cancel the Order if the amount due to the Supplier by the Customer exceeds the credit limit granted by the Supplier to the Customer from time to time or if any payment due to the Supplier from the Customer has not yet been made.
3.4 The packaging will conform to the Supplier's usual practices. Supplier may charge for its time and materials at normal packaging rates. In addition, the Supplier may also charge for pallets, with such payment being refundable upon receipt by the Supplier in good condition within seven days of delivery of the Products. Polyethylene bags are not returnable. If the Customer requests a special packaging order, this is subject to the Supplier's consent and the Customer shall pay any additional costs charged by the Supplier.
3.5 The Customer is solely responsible for the disposal of any waste resulting from the Products and will comply with all applicable laws, regulations, rules, codes of conduct and licenses resulting from such disposal. The Client will indemnify the Supplier from liability for all losses, liabilities, costs, expenses, demands, judgments, claims and fines brought in connection with the Client's breach of this clause 3.5.
3.6 Partial delivery or performance is allowed. The Supplier may deliver Products in batches. The supplier may issue an invoice to the customer for each installment.
3.7 Delay, delay or failure to deliver any installment by the Supplier shall not entitle the Customer to cancel or terminate the contract and shall not affect the remainder of this Agreement.
3.8 Unless the Parties have agreed otherwise in writing, this Agreement applies to the delivery of the Products ex works (Incoterms 2010) to the Supplier's usual location for shipment of the Products in the UK. In the event of any conflict between Incoterms 2010 and this Agreement, this Agreement shall control.
3.9 The customer must ensure adequate access. Deliveries will only be made to the curb. Make sure that someone will be available for unloading (person / persons available for lifting loads).
3.10 The customer is solely responsible for unloading the goods at the Delivery Address. The customer must ensure that each shipment is unloaded as soon as the delivery vehicle arrives at the Delivery Address.
3.11 If the Customer is not available to collect the parcel, you may be charged for a redelivery. The customer agrees a redelivery date within the next two business days for the goods to be finally delivered.
3.12 If the Supplier delivers to the premises indicated by the Customer, the Supplier may unload the Products to the side or outside of this place or at any other place that the Supplier deems appropriate. The Customer will provide the appropriate route to the place where the Supplier transports the Products.
3.13 The Customer may be asked to sign a Bill of Lading and other documentation upon receipt of the Products. The signing of such documentation by the Customer will prove that the Products have been delivered and in the quantities specified in the documentation. The customer should inspect the Products and packaging for any visible damage and note any obvious damage when signing.
3.14 The Supplier shall not be liable for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Client's failure to provide the Supplier with the appropriate.
4.1 Regardless of delivery, title and ownership of the Products shall not be transferred to the Customer until Supplier has received in full (in settled funds) all amounts due to it in respect of:
4.1.1 Products; and
4.1.2 all other amounts that are or become due to the Supplier from the Customer on any account; ("Payment").
4.2 Until Payment, the Customer:
4.2.1 to keep the Products on a fiduciary basis as a surety for the Supplier;
4.2.2 maintain the Products in good salable condition;
4.2.3 maintain an up-to-date list of Supplier's property locations and present it to Supplier upon request;
4.2.4 will notify Supplier immediately if it becomes the subject of any of the events listed in clause 8.2;
4.2.5 provide the Supplier with such information regarding the Products as the Supplier may require from time to time;
4.2.6 not destroy, destroy or obscure any identification marks or packaging on or related to the Products; and
4.2.7 keep the Products separate from other goods or in any other way so that they are easily accessible identifiable as the property of the Supplier.
4.3 The Customer may only resell the Products prior to payment on the following terms:
4.3.1 any sale will be made in the ordinary course of the Client's business at full market value;
4.3.2 any such sale will be the sale of Supplier's property on its own behalf and the Client will act as principal (and not as agent) when making such sale; and
4.3.3 The Customer remains responsible for the full payment of the Payment. If the Supplier so requests, the Client will authorize such third party buyer to pay Supplier a similar proportion of the amount owed to Client in respect of the Products sold, and shall assign to Supplier such proportion of the debt owed to the Client by the third party.
4.4 Supplier may at any time, until the transfer of legal title under this clause 4, take back possession of the Products that are the property of Supplier without notice. The Supplier may also require the Customer, at the Customer's expense, within three days of the Supplier's request, to deliver to the Supplier or make the Supplier available for collection from one available collection point, as the Supplier requires all Products that are the property of the Supplier. The Client hereby grants Supplier and its agents, personnel, management, employees and contractors an irrevocable license to enter any premises occupied or owned by or owned by the Client or Client for this purpose. The Client indemnifies the Supplier from all claims, losses, damages, liabilities, costs and expenses resulting from the exercise of his rights under this clause 4.4.
4.5 If, before title to the Products passes to the Customer, the Customer becomes the subject of any of the events listed in clause 8.2, then, without limiting any other rights or remedies that the Supplier may have, the Customer is entitled to resell the Products or their normal use. business ends immediately. The Supplier may recover payment for the Products notwithstanding the fact that ownership of any Products has not passed to the Supplier.
4.6 Upon termination of this Agreement, whatever the outcome, Supplier's rights under this Clause 4 will survive.
5.1 Subject to the remainder of this clause 5, the Supplier warrants that, upon delivery, the delivered Products:
5.1.1 will approximate the amount stated in the Order, except where Products are delivered in parts, in which case clause 5.2 will apply (although the Customer will pay for the exact quantity actually delivered); and
5.1.2 is free from any material manufacturing defect so as to conform to any industry standard Supplier expects in the description of the Products covered by the Order. This Agreement does not require the delivery of a particular grade of Product or a specific fine or special tolerance, unless expressly agreed in writing by an authorized representative of Supplier.
5.2 If the Supplier delivers a smaller quantity than stated in the Order, the Supplier shall have the option, as the Client's exclusive rights and remedies, to immediately deliver to the Client an appropriate quantity of Products to make up for the shortage. The Supplier shall not be liable for any deficiencies in delivery, unless the Client informs the Supplier in writing with full details of the deficiencies within two Business Days from the date on which the other Products are delivered to the Client.
5.3 Subject to clause 5.4, Supplier shall, at its sole discretion, replace or repair or provide a refund or credit note for Products delivered that do not comply with the warranty set out in clause 5.1 (and the replacement may be an exact match or otherwise conforming to this warranty) .
5.4 The Supplier is liable for defective or damaged Products only if:
5.4.1 The Customer shall notify the Supplier that all or some of the Products do not comply with the warranty referred to in clause 5.1 immediately upon discovery of the defect or damage, which in any case will take place within two Business Days of delivery, unless the defect or damage is cannot be reasonably established during the inspection on delivery (in which case it will be within five Business Days from the date of detection or from the date on which the Customer should have detected it); in each case, specifying in reasonable detail how the Products are presumed not to be in conformity with this Agreement and the circumstances in which they arose;
5.4.2 The Customer has provided the Supplier with the Supplier's consignment note number and other information and documents reasonably required by the Supplier at the same time as the notification in Clause 5.4.1;
5.4.3 Customer that has sufficiently satisfied the Supplier that the defect or damage is solely due to defective design, materials or workmanship of the Supplier's or its supplier's Products and not: (a) wear or deterioration resulting from normal use; (b) any act or omission by anyone thereafter delivery; (c) misuse or neglect of
Products, improper or insufficient care or neglect (including dropping), or abnormal conditions of use; (d) participation of the Products in any event or attempt to repair, change, change or modify other than by the Supplier; or (e) using the Products contrary to good practice and the Supplier's instructions or recommendations;
5.4.4 the Client (if requested by the Supplier) returns such Products to the Supplier's premises at the expense of the Client;
5.4.5 the Customer providing the Supplier's representatives with the possibility of checking, repairing and replacing the Products; and
5.4.6 The Customer has paid in full for the Products.
5.5 The Supplier shall not be liable for the Product's non-compliance with the warranty specified in clause 5.1 in any of the following events:
5.5.1 The Customer will continue to use such Products upon prior notification in accordance with 5.4.1;
5.5.2 the defect arose due to the Customer's failure to comply with the Supplier's oral or written instructions regarding the storage, commissioning, installation, use and maintenance of the Products, or (if there is no good commercial practice in this regard);
5.5.3 the defect resulted from the use by the Supplier of any drawings, designs or specifications provided by the Customer;
5.5.4 the Customer changes or repairs such Products without the written consent of the Supplier;
5.5.5 the defect arises from normal wear and tear, willful damage, neglect, or incorrect storage or operating conditions; or
5.5.6 The products differ from their description or specification as a result of changes made to ensure their compliance with applicable statutory or regulatory requirements.
5.6 The warranty referred to in point 5 is limited to the customer. Except as expressly agreed by Supplier in writing, no warranty is given to any other person, whether it is a subsequent purchaser, user or customer, or any entrusted entity, licensee, assignee, employee, agent or another way.
5.7 If the Supplier delivers incorrect, damaged or defective Products or delays the delivery of the Products or fails to deliver the Products, the Customer will make every effort to mitigate these effects.
5.8 In the event that the Customer places an order for Custom-made Products or in accordance with the Customer's specification, such Products are not returnable. After placing an order for Custom-made Products, the Customer will not be able to cancel the order and, subject to clauses 5.1, 5.3 and 5.4, the Customer will not be entitled to any refund in respect of such Products.
5.9 Except as expressly provided in this Agreement, Supplier excludes all conditions, warranties, provisions and obligations, expressed or implied by statute, common law or otherwise, to the fullest extent permitted by law with respect to the Products.
5.10 Except as provided in this clause 5, the Supplier shall not be liable to the Customer for non-compliance of the Products with the warranty specified in clause 5.1.
5.11 The implied terms in sections 13 to 15 of the Sales of Goods Act 1979 are excluded from the Agreement to the fullest extent permitted by law.
5.12 These Terms and Conditions apply to any repaired or replaced Products supplied by the Supplier.
6.1 This clause 6 takes precedence over all other clauses and sets out the Supplier's entire liability and the Customer's sole and exclusive remedies with respect to:
6.1.1 the performance, non-performance, presumed performance, delay in performance or improper performance of this Agreement or any goods or services related to this Agreement; or 2 otherwise in connection with this Agreement or the conclusion of this Agreement.
6.2 The Supplier does not exclude or limit its Liability for:
6.2.1 its fraudulent or fraudulent misrepresentation; or
6.2.2 death or personal injury caused by the negligence or negligence of its employees, agents or subcontractors (if applicable); or
6.2.3 any breach of non-excludable obligations under the law relating to the possession of the right to supply the goods; or
6.2.4 the delivery of a defective Product pursuant to Part I of the Consumer Protection Act 1987; or
6.2.5 any other liability that cannot be excluded or limited under applicable law.
6.3 Subject to clause 6.2, the Supplier shall not be liable in any way in relation to the contract, tort (including negligence), breach of a statutory obligation or otherwise in relation to:
6.3.1 indirect or consequential losses, damages, costs or expenses;
6.3.2 loss of actual or anticipated profits;
6.3.3 loss of contracts;
6.3.4 loss of use of money;
6.3.5 loss of anticipated savings;
6.3.6 loss of income;
6.3.7 loss of goodwill;
6.3.8 loss of reputation;
6.3.9 ex gratia payments;
6.3.10 loss of business;
6.3.11 loss of working time;
6.3.12 loss of opportunity; or
6.3.13 loss, corruption or corruption of data; whether such losses were reasonably foreseeable, and whether the Supplier, its agents or contractors were informed of the possibility of such losses. For the avoidance of doubt, clauses 6.3.2 to
6.3.13 apply whether such losses are direct, indirect, consequential or otherwise.
6.4 Subject to clause 6.2, Supplier's total aggregate Liability will be limited to the greater of: (a) £ 1,000; or (b) 110% of all amounts paid and all other amounts payable under this Agreement.
6.5 The Customer will take all reasonable steps to make contingency arrangements and insure any loss, liability, cost or expense arising from delay, damage or non-delivery of Products.
6.6 In this clause 6:
6.6.1 "Breach of duty" means a breach of any (i) obligation arising out of express or implied contractual terms to exercise due care or ability to perform the contract or (ii) customary duty to undertake a reasonable look after or perform reasonable skills (but not any stricter duties); and
6.6.2 "Liability" means liability arising out of or for breach of contract, breach of duty, misrepresentation, reimbursement or any other cause of action related to or resulting from this Agreement, including liability expressly provided for in this Agreement or arising from Invalidity or unenforceability of any term of this Agreement (and for the purposes of this definition, any reference to this "Contract" is deemed to include any ancillary contracts).
7.1 The Customer shall pay the Supplier the Price and other amounts due under this Agreement and within the required time.
7.2 Unless the Supplier has expressly agreed otherwise in writing:
7.2.1 The Supplier may invoice the Customer for the Price (or the relevant part) and other amounts due in relation to the Price prior to the delivery of the Products; and
7.2.2 The Customer will pay the Supplier in full prior to delivery of the Products.
7.3 In the event that the Supplier invoices the Customer for the Price (or the relevant part) and other amounts due in connection with the Price after delivery of the Products, and the Recipient is not a credit customer whom the Supplier has agreed to extend the loan, the Customer shall immediately pay the invoice in full and settled means.
7.4 Payments for all invoices will be made to the bank account indicated in writing by the Supplier. Time to pay is most important.
7.5 In the event that the Supplier requires payment prior to delivery of the Products, delivery of the Products takes place provided that the Supplier first receives an advance payment in full of the cleared funds.
7.6 In the event that the Supplier agrees in writing to grant the customer a credit, unless the Parties agree otherwise in writing and subject to any credit limit that the Supplier has (and updates without notice) to the Customer from time to time, the Customer will pay the Supplier by the end of the month calendar following the month in which the invoice was issued.
7.7 The price and any other amounts payable under this Agreement shall not include any value added tax or any other sales, import and export duties or taxes (if applicable) which will be payable in addition to the same time as payment of the Price and other amounts of reason.
7.8 The Supplier may, by notifying the Customer at any time prior to delivery, increase the price of the Products to reflect the increase in the cost of the Products that results from:
7.8.1 all factors beyond Supplier's control (including currency fluctuations, increases in taxes and duties, and increases in labor, materials and other production costs);
7.8.2 any Customer requests to change delivery dates, quantities or types of Products ordered; or
7.8.3 any delay due to Customer's instructions or failure to provide Supplier with relevant or accurate information or instructions.
7.9 The Client will pay the Supplier by any payment method reasonably determined by the Supplier.
7.10 Unless otherwise specified in this Agreement or agreed in writing between the Parties, payment will be made in the currency in force in England from time to time.
7.11 A payment is considered made when the Supplier receives the cleared funds in full.
7.12 Payment of all amounts due to the Supplier under this Agreement will be made by the Customer in full without any deductions, deductions or deductions.
7.13 If the Customer is in default with the payment of any part of any amounts due to the Supplier under this Agreement or any other agreement between the Parties, the Supplier may (without prejudice to any other rights or remedies available to it under this Agreement or any other law, regulation) or regulation ) do one or all of the following:
7.13.1 charge interest on an amount owed but not paid at the annual interest rate set forth in section 6 of the Late Payments of Trade Debts (interest) from time to time from maturity to payment (both after and before judgment) )), such interest is to be charged on a day-to-day basis and accrued monthly; and
7.13.2 require the Customer to immediately pay in full for all amounts not yet due to the Supplier;
7.13.3 sell or otherwise dispose of any Products that are the subject of any Order, whether or not or were not intended for it, and the proceeds from the sale are allocated to the overdue payment; and
7.13.4 suspend the performance of this Agreement and any other agreements between the Parties until full payment to the Supplier.
8 PERIOD AND TERMINATION
8.1 This Agreement will become effective when it becomes legally binding pursuant to clause 2.7 and, unless terminated by either party in advance exercising any right of termination set out in this Agreement, it will remain in effect until after:
8.1.1 the Customer has fully paid all amounts due under this Agreement; and
8.1.2 The Supplier has delivered all Products to the Customer.
8.2 Each Party may terminate this Agreement immediately by giving written notice to the other Party if:
8.2.1 the other Party has materially breached any of its obligations under this Agreement or any other agreement between the Parties that cannot be remedied; or
8.2.2 the other Party will not remedy, as far as it is able to remedy, a material breach of any of its obligations under this Agreement or any other agreement between the Parties after receiving a written request to remedy such breach within a period of not less than 30 days; or
8.2.3 the other party notifies any of its creditors that it has suspended or intends to suspend or is unable to pay its debts (as defined in section 123 of the Insolvency Act 1986) or that an order will be issued. a decision has been taken to dissolve the other Party or a resolution has been adopted to liquidate the other Party, or an administrative order has been issued or an administrator has been appointed to manage the affairs, activities and assets of the other Party, or a trustee and / or an administrator or receiver has been appointed for all or part of the assets or enterprise of the other Party, or If there are circumstances that entitle the court or the creditor to appoint a receiver or administrator, receiver or administrator empowering the court to issue a winding-up or bankruptcy order, or the other Party takes or incurs any similar or analogous actions as a result of the debt.
8.3 In any event, the Supplier may terminate this Agreement if the Customer is late with payment by at least five Business Days. any amounts payable under this Agreement or any other agreement between the Parties.
8.4 Termination of this Agreement shall be without prejudice to any acquired rights or remedies of either party.
8.5 Termination of this Agreement will not affect the entry into force or the upkeep of any provision express or implied to come into effect or remain in effect on or after such termination.
8.6 Upon termination of this Agreement for any reason and without limiting its other rights and remedies:
8.6.1 the Supplier will cease to perform this Agreement; and
8.6.2 all outstanding amounts become immediately due, irrespective of whether they have been invoiced or not.
8.7 Without limiting its other rights or remedies, the Supplier may suspend the delivery of Products under the Agreement or any other agreement between the Customer and the Supplier if the Customer becomes the subject of any of the events listed in Clause 8.2 or the Supplier reasonably believes that the Customer intends to become become the subject of any of them or if the Customer fails to pay any amount due under this Agreement within the due date.
9 RETURN ACCOUNT
9.1 If the Supplier has agreed to provide the Customer with an account for a debit withdrawal, the Customer may from time to time deposit funds with the Provider into the bank account indicated by the Provider of the Recipient, and then the Customer will be entitled to purchase Products from the Provider by debiting all amounts into his withdrawal account .
9.2 Upon receipt of such a deposit by the Customer into his Withdrawal Account with the Supplier, the Supplier is irrevocably authorized by the Customer to use any funds on the Customer's Withdrawal Account to pay any Products ordered by the Customer pursuant to this Agreement following the deposit of the funds in the Withdrawal Account. .
9.3 In the event that the Customer does not have sufficient funds in his withdrawal account to fully execute any Product Order, the Supplier has the right to refuse to accept such an Order, unless and until the Customer has deposited sufficient funds to the payout account to complete the Order. In the event that the Customer does not have sufficient funds in his withdrawal account to fully fulfill the Product Order and the Supplier still delivers the Products to the Customer, the Customer will promptly pay the outstanding and unpaid amount in full and cleared funds.
9.4 For the avoidance of doubt, the provisions of clause 5 apply to any Product purchased through a payout account.
9.5 Any Client with a withdrawal account may at any time request that all amounts on his withdrawal account be refunded to the Client, and the Supplier shall be obliged to do so as soon as reasonably practicable, provided that the Supplier is always entitled to offsetting contrary to its obligation to reimburse any such amounts against any sums owed and payable by the Customer to Supplier, irrespective of whether they arise.
10 FORCE MAJEURE
10.1 Except for obligations related to the payment of the Price, neither Party shall bear any responsibility for breach, obstruction or delay in performance of obligations under this Agreement, which are caused by circumstances beyond its reasonable control, including force majeure or omission.
third parties (including suppliers, couriers, hackers, governments, quasi-governmental, supranational or local authorities), import or export restrictions, uprisings, riots, civil war, riots, war, acts of war, threats of war, war operations, armed conflicts, imposition of sanctions, embargoes, breakdown of diplomatic relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological contamination or sound boom, piracy, arrests, any competent authority, blockade , strikes or combinations or lockout of workers, epidemic, fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, natural disaster, accident, collapse of building structures, failure of plant machinery or machinery or third party computers or third party equipment or vehicles, breakdown or problems with utilities (including in general: electrical, telecommunications, water, gas, postal, courier, communication or internet disruptions or malfunctions), lack of or delay in or inability to
in order to obtain supplies, supplies, warehouses, materials, equipment or transportation ("Force Majeure Event"), regardless of whether the circumstances were foreseeable.
10.2 Each of the Parties undertakes to inform the other party after receiving information about the Force Majeure Event, and such notification will contain detailed information about the circumstances causing the Force Majeure Event.
10.3 The performance of each Party's obligations shall be suspended for the duration of the circumstances and that Party is granted an extension of the time for performance equal to the period of the delay.
10.4 In the event of delay in performance of the obligations under this Clause 9, each Party shall accept the performance to the extent that the other Party is able to do so.
10.5 If a Force Majeure Event continues for more than one month without interruption, either Party may terminate this Agreement immediately upon notice of the other Party, in which case neither Party shall bear any Liability for such termination.
10.6 If the Supplier has entered into a contract to supply identical or similar products to more than one customer and cannot fully meet its obligations to the Customer due to Force Majeure, the Supplier may at its sole discretion decide which contracts to perform and to what extent.
11 DATA PROTECTION
11.1 Both parties will comply with all applicable data protection laws. This clause 11 is in addition to and does not release, remove or replace a party's obligations under data protection law.
11.2 The parties acknowledge that for the purposes of data protection law, the customer is the data controller and the provider is the data processor (where the data controller and data processor have the meaning defined in data protection law).
11.3 Without prejudice to the generality of clause 11.1, the Client will ensure that it has all necessary, appropriate consents and notices to enable the lawful transfer of the Supplier's Personal Data for the duration and purposes of this agreement.
11.4 Without prejudice to the generality of clause 11.1, the Provider in relation to any Personal Data processed in connection with the performance by the Provider of its obligations under this contract:
11.4.1 processes this Personal Data only on the basis of the Customer's written instructions, unless the Provider is required to process the Personal Data by the law of any member of the European Union or by the provisions of European Union law applicable to the Provider (Applicable Law). Where the Supplier relies on the law of a member of the European Union or the law of the European Union as the basis for the processing of Personal Data, the Supplier shall promptly notify the Customer thereof prior to the commencement of the processing required by Applicable Laws, unless Applicable Law prohibits the Supplier from such notification to the Customer;
11.4.2 ensure that it has appropriate technical and organizational measures to protect against unauthorized or unlawful processing of Personal Data and against accidental loss, destruction or damage of Personal Data, in accordance with the damage that may result from unauthorized or unlawful processing or the accidental loss, destruction or damage and the nature of the data to be protected, taking into account the state of technological development and the costs of implementing any measures (these measures may include, where appropriate, the pseudonymisation and encryption of personal data, confidentiality, integrity, availability and resilience of its systems and services, ensuring that the availability and access to Personal Data can be restored in a timely manner after an incident, and regular assessment and evaluation of the effectiveness of the technical and organizational measures adopted by it);
11.4.3 ensure that all employees who have access to and / or process personal data are required to maintain the confidentiality of personal data; and
11.4.4 not to transfer any Personal Data outside the European Economic Area without the prior written consent of the Client and the following conditions are met:
(i) the Customer or Supplier has provided appropriate safeguards in connection with the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Provider will fulfill its obligations under data protection law by ensuring an adequate level of protection for any personal data provided; and
(iv) the Supplier will comply with reasonable instructions provided to him in advance by the Customer in relation to the processing of Personal Data;
11.4.5 assist the Client, at his expense, in responding to every request of the data subject and in ensuring compliance with his obligations under data protection law in terms of security, breach notifications, impact assessments and consultation with supervisory authorities or regulators;
11.4.6 without undue delay, notify the Customer about the breach of Personal Data;
11.4.7 upon written instruction from the Customer, delete or return the Personal Data and copies thereof to the Customer upon termination of the contract, unless Applicable Law requires the storage of Personal Data; and
11.4.8 maintain complete and accurate records and information to demonstrate compliance with this clause 11.
11.5 The Customer does not consent to the Supplier appointing any third party to process Personal Data under this agreement.
11.6 Either party may at any time, subject to a minimum 30-day notice period, revise this clause 11 by replacing it with any applicable standard processor clause or similar terms that are party to an applicable certification scheme (which will become effective when replaced by an appendix ) to this agreement).
12.1 Any notices required or authorized to be made under this Agreement shall be in writing and may be delivered in person or by overnight courier or fax addressed to the relevant Party at its address provided in this Agreement or to another address or fax number as notified to the relevant Party.
the other Party for this purpose or to the address or fax number of the relevant Party last known to the other Party.
12.2 Any notice given by post shall be deemed to have been given two business days after it has been sent by overnight courier and any notice so sent by fax will be deemed to have been received upon receipt of a feedback from the recipient by the machine, and it is sufficient to prove that such delivery the letter or fax was properly addressed or numbered and, as appropriate, sent or received a feedback.
13.1 Unless a Party expressly states in writing that it is waiving a particular right, right or remedy in a particular specific case, no negligence, delay or failure by either Party to exercise any right, right or remedy under this Agreement or law shall not will work. as a waiver of such right, right or remedy; and no waiver in any particular case will extend to any other or subsequent event or affect any other or subsequent event or infringe any right, right or remedy in relation to it, or in any way modify or reduce any other rights , rights or remedies of that Party under this Agreement or the law.
13.2 If any clause or provision of this Agreement becomes or is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other clause or provision or part of any clause or provision, all of which will remain in effect. full power and effectiveness.
13.3 The Supplier may assign, transfer, mortgage, encumber, subcontract or otherwise deal with all or some of its rights or obligations under the Agreement.
13.4 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust or otherwise deal with any or all of its rights or obligations under the Agreement without the prior written consent of Supplier.
13.5 No amendment to this Agreement will be effective unless in writing and signed by the parties (or their authorized representatives).
13.6 Any failure or delay on the part of a party to exercise any right or remedy provided for in the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor prevent or limit the further exercise of this or any other right or remedy . No single or partial exercise of this right or remedy shall prevent or limit the further exercise of that or any other right or remedy.
13.7 Nothing in this Agreement creates, or shall be deemed to constitute, a partnership, agency, or employer-employee relationship between the Parties.
13.8 A person who is not a Party to this Agreement has no right to enforce any term of this Agreement under any law.
This Agreement and any dispute or claim arising out of or in connection with it, its subject matter or form (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The parties irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim brought by the Customer arising out of this Agreement or its subject or form (including non-contractual disputes or claims).