1 HOW THE CONTRACT IS FORMED
1.1 After the Customer places an order whether by email, telephone or fax) with the Supplier for Goods or Services (Order), the Customer may receive e-mail messages or fax from the Supplier. (or one of the Supplier’s agents or representatives) acknowledging that the Supplier has received the Customer’s order (an Order Acknowledgement).
The issue of an Order Acknowledgement does not mean that the Customer’s Order has been accepted, and the Order constitutes an offer to the Supplier to buy any relevant Product or Service ordered. All Orders are subject to acceptance by the Supplier, and the Supplier will confirm such acceptance by sending the Customer (or the Supplier’s agent or representative) an email (or fax) to confirm that the Goods and/or Services will be (or have been) dispatched (an Order Confirmation). The contract between the parties (Contract) will only be formed when the Supplier sends the Order Confirmation, which is subject to these Terms & Conditions of Supply (Conditions)
1.2 The Contract will relate only to those Goods or Services confirmed in the Order Confirmation, and the Supplier will not be obliged to supply any other Goods or Services which may have been part of the Customer’s Order until this is confirmed in a separate Order Confirmation from the Supplier.
1.3 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or the Services contained on the Supplier’s website or in any of its catalogs or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
1.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for the period stipulated on the quote from its date of issue. Quotations and price lists provided by the Supplier for fresh, perishable and/or seasonal produce are estimates only for guidance purposes, and prices payable by the Customer are determined at the time of purchase based upon prevailing market prices.
1.6 The Contract (and/or any Goods or Services or installments of Goods or Services comprised in the Contract) may only be canceled by the Customer with the Company’s prior written consent, and upon cancellation the Company shall be entitled to invoice the Customer for all work carried out to date by the Company under the Contract including any costs and expenses incidental to that work (including where appropriate those costs and expenses referred to in clause 3.5).
2 GOODS SPECIFICATION
2.1 The Goods are described on the Supplier’s website, in its catalog or in any written Goods specification agreed.
2.2 To the extent that any Goods are manufactured or supplied in accordance with a specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and allinterest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Customer’s specification. This clause 2.2 shall survive termination of the Contract.
2.3 The Supplier reserves the right to amend the specification of the Goods if required by applicable statutory or regulatory requirements.
3 DELIVERY OF GOODS
3.1 The Supplier shall ensure that where reasonably practicable each delivery of Goods is accompanied by a delivery note which shows the Order reference number(s), the type and quantity of the Goods and, if the Order is being delivered by installments, the outstanding balance of Goods remaining to be delivered.
3.2 The Supplier shall deliver the Goods to the location set out in the Order Confirmation or such other location as the parties may agree (Delivery Location) and the Supplier may use agents for such purposes in appropriate cases. Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location and handover to the Customer (or the Customer’s agent or representative). Any use by the Customer of agents or representatives is subject to the provisions of clause 10.
3.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, or the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods, or any relevant instruction related to the supply of the Goods.
3.5 The Customer acknowledges that Goods ordered will often be perishable in nature, and accordingly if the Customer either cancels the Contract or fails to accept delivery of the Goods within 3 working days of the Supplier notifying the Customer that the Goods are ready, then the Supplier may resell part or all of the Goods (where this is reasonably practicable) or otherwise dispose of them. In these circumstances, the Supplier shall charge the Customer for the price of the Goods, together with reasonable additional transportation insurance deducting costs, the price storage of any and Goods selling resold costs by the Supplier).
3.6 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including ten per cent (10%) more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered. The Supplier may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment
4 QUALITY OF GOODS
4.1 The Supplier warrants that on delivery the Goods shall conform in all material respects with their description and be of satisfactory quality
4.2 Subject to clause 4.3, if: (a) some or all of the Goods do not comply with the warranty set out in clause 4.1, the Customer must give written notice (by email) to the Supplier as soon as reasonably possible following delivery and discovery of the defect or failure (and in any event within 24 hours of delivery where the defect or failure was or should have been apparent on reasonable inspection); and (b) the Supplier is given a reasonable opportunity (where reasonably practicable) of examining such Goods; and (c) the Customer (where reasonably practicable and if asked to do so by the Supplier) returns such Goods to the Supplier,then the Supplier shall, at its option, repair (where appropriate) or replace the defective Goods, or refund the price of the defective Goods in full.
4.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 4.1 if:
(a) the Customer does not notify the Supplier in accordance with Condition 4.2 or allow the
Supplier to examine them;
(b) the Customer makes any further use of such Goods after giving a notice in accordance with clause 4.2, or alters or repairs such Goods without the written consent of the Supplier;
(c) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, use or maintenance of the Goods or (if there are none) good trade practice, or as a result of fair wear and tear, wilful damage,|negligence, or abnormal working conditions.
(d) the defect arises as a result of the Supplier following any specification supplied by the Customer, or the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
4.4 Except as provided in clause 4, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 4.1.
4.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 4.2.
5 TITLE AND RISK
5.1 The risk in the Goods shall pass to the Customer on completion of delivery to the Customer or the Customer’s agent or representative as provided in clause 3.
5.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds ) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due. Until title to the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Supplier’s bailee;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) store the Goods appropriately so that they remain readily identifiable as the Supplier’s property and in a satisfactory condition and keep them insured against all risks for their full
price on the Supplier’s behalf from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.2(a) to clause 14.2(1); and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its Business.
5.3 lf before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 14.2(a) to clause 14.2(I), or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been used, resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises or vessel of the Customer or of any third party where the Goods are stored in order to recover them.
6 SUPPLY OF SERVICES
6.1 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. The Supplier shall provide the Services to the Customer in all material respects in accordance with any Services specification agreed.
6.2 The Supplier shall use all reasonable endeavors to meet any performance dates for the Services agreed with the Customer, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services
6.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such an event.
7 CUSTOMER’S OBLIGATIONS
7.1 The Customer shall:
(a) ensure that the terms of the Order and Order Confirmation and (if submitted by the Customer) any Goods or Services specification(s) are complete and accurate;
(b) cooperate with the Supplier in all matters relating to the Contract;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s vessels, premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services:
(d) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Goods or Services, and ensure that such information is accurate in all material respects (which information may include, for example, the Customer’s vessel’s status for Duty Free compliance purposes, and/or the provision of the Customer’s vessel’s registration papers and charter contract);
(e) prepare the Customer’s premises for the supply of the Services (where required) and obtain and maintain all necessary licenses, permissions and consents which may be required for the Services before the date on which the Services are to start; and
(f) keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or Authorisation.
7.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services or delivery of any Goods until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 7.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
8 CHARGES AND PAYMENT
8.1 The price for Goods shall be the price set out in the Order Confirmation or, if no price is quoted, the price shall be determined at the time of purchase by prevailing market conditions and prices for the Goods concerned. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods
8.2 Unless otherwise agreed in writing between the parties, the charges for Services shall be on a time and materials basis calculated in accordance with the Supplier’s standard rates from time to time for the Services concerned. The Supplier shall additionally be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, traveling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
8.3 The Supplier reserves the right to increase its standard rates for the charges for the Services, or increase the price of the Goods, by giving notice to the Customer at any time, to reflect any increase in the costs to the Supplier that are due to:
(a) any factor beyond the control of the Supplier (including market price fluctuations applicable to fresh, perishable and/or seasonal Goods, foreign exchange fluctuations. increases in taxes and duties, increases in labor, increased costs in obtaining supplies of materials or in delivery costs);
(b) any request by the Customer to change the delivery date(s), Delivery Location(s), quantities or types of Goods or Services ordered, or applicable specification(s); or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions
8.4 Notwithstanding any other provisions in these Conditions, the Customer shall be entitled to open a trading/credit account with the Supplier only with the prior agreement of the Supplier. The Supplier shall be entitled to cancel or amend the level of any credit granted to the Customer in its sole discretion upon notice to the Customer. If the Customer does not have a trading/credit account with the Supplier, the Customer shall be required to pay amounts due to the Supplier under the Contract prior to delivery of the Goods and/or performance of the Services
8.5 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer weekly or monthly in arrears.
8.6 The Customer shall pay each invoice submitted by the Supplier:
(a) within 14 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
8.7 All amounts payable under the Contract are exclusive of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable at the same time as payment is due for the Goods and any Services.
8.8 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (Due Date), the Supplier shall have the right to charge interest on the overdue amount at the rate of 4% per annum above the then current Bank de Monaco base lending rate accruing on a daily basis w\y
from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
8.9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9 IMPORT DUTY
9.1 In relation to Goods ordered for delivery outside the European Union, the Customer will be responsible for payment of any import duties and taxes which are levied when the Goods reach Delivery Location. The Customer (or its agent or representative ) will be responsible for payment of any such import duties and taxes. Please note that the Supplier has no control over these charges and cannot predict their amount, and the Customer should contact its local customs office for further information before placing an Order.
9.2 The Customer must comply with all applicable laws and regulations of the country for which the Goods are destined for. The Supplier will not be liable for any breach by the Customer of any such laws
10 RESPONSIBILITY FOR STAFF, EMPLOYEES, AGENTS & SUBCONTRACTORS
10.1 The Customer shall be responsible for all acts and omissions of its staff, employees, agents, representatives and subcontractors (including without limitation local agents and representatives in respect of the Customer’s vessel, and for the captain and all crew of the Customer’s vessel) and the acts and omissions of those employed or engaged by such persons as if they were its own, and shall be directly liable to the Supplier for any breach by any such person of these Conditions or the Contract. An obligation on the Customer to do, or to refrain from doing, any act or thing shall include an obligation on the Customer to procure that all such persons also do, or refrain from doing, such act or thing
10.2 The Customer shall indemnify and hold harmless the Supplier from and against amounts payable for all Goods ordered, Services charges and any additional amounts incurred by the Customer’s staff, employees, agents and subcontractors and all claims and losses arising from loss, damage, liability, injury to the Supplier, its employees, agents, sub-contractors and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any act or default of the Supplier, its staff, employees, agents and subcontractors
10.3 The Customer expressly authorizes the Supplier to deal with any and all persons, firms or companies held out by the Customer as its agent or representative (including in particular local agents and representatives in respect of the Customer’s vessel) in all matters relating to the Contract as if it were dealing with the Customer directly and without any requirement for the Supplier to obtain further express authorisation from the Customer. Accordingly unless
otherwise specified by the Customer in writing, such agents and representatives shall have full authority to place orders for and take delivery of Goods and Services on the Customer’s behalf on a continuing basis without limitation
11 INTELLECTUAL PROPERTY RIGHTS
11.1 All Intellectual Property Rights in the Goods and in or arising out of or in connection with the Services shall be owned by the Supplier. The supply of Goods by the Supplier shall not confer any right upon the Customer to use any of the Supplier’s trade marks (except in the re-sale of the Goods in the packaging supplied by the Supplier), or any of the Supplier’s patents, design rights or other industrial or intellectual property rights, and at all times such patents, trade marks, design rights and other industrial or intellectual property rights shall remain the absolute property of the Supplier (or its suppliers).
11.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written license from the relevant licensor on such our terms will entitle the Supplier to license such rights to the Customer.
11.3 All Supplier Materials are the exclusive property of the Supplier. All written information, drawings, artwork, images and diagrams (excluding the Goods themselves) prepared by the Supplier in relation to the supply of Goods or Services and the copyright therein and all other items owned by the Supplier and used in the production of the Goods shall remain the property of the Supplier and shall be returned by the Customer on demand. All such information shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of the Supplier.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 12 shall survive termination of the Contract.
13 LIMITATION OF LIABILITY; THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
13.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation;
13.2 Subject to clause 13.1:
(a) the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract (including any losses that may result from a deliberate breach of the Contract by the Supplier, its employees, agents or subcontractors); and
(b) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by a deliberate breach of the Contract by the Supplier, its employees, agents or subcontractors shall not exceed the total amount(s) payable by the Customer under the Contract.
13.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
13.4 This clause 13 shall survive termination of the Contract.
14 CUSTOMER’S INSOLVENCY OR INCAPACITY
14.1 If the Customer becomes subject to any of the events listed in clause 14.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due
14.2 For the purposes of clause 14.1, the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(d) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(f) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(g) (being a company) a floating charge holder over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(a) to clause 14.2() (inclusive);
(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
(k) the Customer’s financial position deteriorates to such an extent that in the Supplier’ opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(I) (being an individual) the Customer dies or, by reason of ilness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
14.3 Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:
(a) the Customer fails to make pay any amount due under the Contract on the due date for payment; or
(b) the Customer becomes subject to any of the events listed in clause 14.2(a) to clause
14.2(), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
15 CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall retuřn all of the Supplier Materials and any deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the
Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Contract;
(c) the accrued rights and remedies of the parties as at termination shall not be affected including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
16 BRIBERY & ANTI-CORRUPTION
16.1 The Customer and the Supplier shall (and shall procure that its employees, agents and subcontractors and other persons associated with it in connection with the Contract shall):
(a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption (“Relevant Requirements”), including the Bribery Act 2010; and
(b) not engage in any activity, practice or conduct which would constitute an offense under sections 1.2 or 6 of the Bribery_Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) not do, or omit to do, any act that will cause or lead the other party to be in breach of any of the Relevant Requirements;
(d) promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by it its (or its employees, agents and subcontractors) in connection with the performance of the Contract;
(e) have and shall maintain in place throughout the term of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure
compliance with the Relevant Requirements and clause 16.1(b), and enforce them where appropriate;
(f) upon request by the other party in writing, certify in writing its compliance with this clause 16 by it and all persons associated with it or in connection with the Contract (including provision of reasonable supporting evidence of compliance where requested)
16.2 lf the Supplier reasonably suspects the Customer or any person associated with the Customer of breach of this clause 16, the Supplier and its third party representatives shall have the right to immediately access and take copies of any records and any other information held by the Customer (or any such associated person) its at any premises, vessel or other relevant location and to meet with the Customer’s personnel to audit the Customer’s compliance with its obligations under this clause 16. The Customer shall give all necessary assistance to the conduct of such an audit. The Supplier’s rights under this clause shall continue during the term of the Contract and to a period of three years after termination of the Contract.
17.1 Force majeure:
(a) For the purposes of the Contract, a Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other
industrial disputes (whether involving the workforce of the party or any other party), failure of act of God a utility compliance service with or any transport law or network, riot, civil commotion, malicious damage regulation or direction, accident, governmental order, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors
(b) The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer.
17.2 Assignment and subcontracting:
(a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
(a) Any notice or other communication required to be given to a party under or in connection with the Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number, or sent by email to the other party’s email address
(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second working day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax or email, on the next working day after transmission
(c) This clause 17.3 shall not apply to the service of any proceedings or other documents in any legal action
17.4 Waiver and cumulative remedies:
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
(a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable
17.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind the other party in any way.
17.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
17.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.
17.9 Governing law and jurisdiction: This 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 be governed by, and construed in accordance with, Monegasque law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Monaco
In these Conditions, the following definitions apply: Customer: the person or firm who purchases the Goods and/or Services from the Supplier Goods: the goods (or any part of them) set out in the Order Confirmation Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing of, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how, pricing and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world Services: the services, including any deliverables referred to in the Order Confirmation, supplied by the Supplier to the Customer.