Purchase of goods and services agreement
These terms apply to any purchase of goods or services by JLA Limited or one of its Affiliates from a third party (the Supplier).
The parties agree:
1. Definitions and interpretation
1.1 In these Conditions:
|Acceptance Conditions||has the meaning given in clause 4.2;|
|Affiliate||means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;|
|Applicable Law||means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;|
|Business Day||means a day other than a Saturday, Sunday or bank or public holiday in England;|
|Bribery Laws||means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption;|
|Claim||has the meaning given in clause 12.1;|
|Commencement Date||means the date the Supplier provides the Goods or Services to the Customer;|
|The Customer’s standard terms and conditions as set out in this document and varied by the Customer from time to time;|
|Confidential Information||has the meaning given in clause 14;|
|means each consecutive period of 12 months commencing from the Commencement Date and each anniversary;|
|Control||means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls, and Controlled and under common Control shall be interpreted accordingly;|
|Customer||JLA Limited, a company incorporated in England and Wales under number 01094178 whose registered office is at Meadowcroft Lane, Halifax Road, Ripponden, West Yorkshire, HX6 4AJ or any of its Affiliates.|
|Deliverable||any output or document to be provided to the Customer by the Supplier pursuant to any Order;|
|Delivery||means the time at which Goods are deemed to be delivered to the Customer under clause 3;|
|Delivery Location||means the location specified in an Order to which the Supplier shall deliver, or procure the delivery of, Goods;|
|Documentation||means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Goods;|
|Force Majeure||means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Agreement. Industrial action of the employees or other staff of the Supplier is not an event of force majeure;|
|Goods||means the goods supplied to the Customer by the Supplier pursuant to an Order;|
|Intellectual Property Rights||means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, utility models, domain names, business names, rights in computer software, topography rights, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;|
|IPR Claim||has the meaning given in clause 12.1.1;|
|Know-how||means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, the results and procedures for experiments and tests, reports, component lists, manuals, instructions, designs, sketches, drawings, information relating to customers and suppliers (whether written or in any other form and whether confidential or not);|
|Modern Slavery Policy||means the Customer’s anti-slavery and human trafficking policy in force and notified to the Supplier from time to time or as accessible on the Customer’s website;|
|MSA Offence||has the meaning given in clause 16.1.1|
|Order||means the Customer’s order for the purchase of Goods or Services, which may take the form of purchase order, order form or a written request, as the case may be;|
|Personnel||means the staff, employees, contractors or other individuals engaged by the Supplier to provide the Services or the Goods;|
|Price||means the price of any of the Goods or Services agreed between the parties in accordance with clause 8 and Prices shall be interpreted accordingly;|
|Representatives||has the meaning given in clause 14.2.1;|
|Services||means the services to be supplied by the Supplier to the Customer as set out in the Order in accordance with these Conditions;|
|Specification||means the Supplier’s description of the Goods as commonly supplied by the Supplier;|
|Supplier||As stated in the Order.|
|Term||has the meaning given in clause 13.1;|
|means value added tax, as defined by the Value Added Tax Act 1994.|
|Warranty Period||the Warranty Period shall mean the Supplier’s standard length of warranty offered for the Goods supplied, subject to the following minimum durations: (a) where the Goods are related to laundry equipment the Warranty Period shall be 3 years from the date of acceptance by the Customer; (b) where the Goods are related to heating systems the Warranty Period shall be 10 years from the date of acceptance by the Customer; or (c) in relation to all other Goods, the Warranty Period shall be 12 months from the date of acceptance by the Customer; provided that in all cases the Supplier and the Customer may agree in writing a different Warranty Period for the Goods supplied.|
1.2 In these Conditions:
- 1.2.1 a reference to an Agreement includes its schedules, appendices and annexes (if any);
- 1.2.2 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
- 1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
- 1.2.4 a reference to a gender includes each other gender;
- 1.2.5 words in the singular include the plural and vice versa;
- 1.2.6 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
- 1.2.7 the table of contents, background section and any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions; and
- 1.2.8 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time.
- 1.2.9 each of the Supplier and the Customer is a party and together the Supplier and the Customer are the parties.
2 Purchase of Goods and Services
- 2.1 A binding contract shall be established for the purchase of Goods and/or Services by the Customer from the Supplier as set out in the Order in accordance with these Conditions (the Order and these Conditions together forming the “Agreement”) in the following situations:
- 2.1.1 The Supplier shall provide the Customer with a written quotation which will constitute
an offer by the Supplier to supply the Customer with Goods and/or Services. No offer made by the Supplier shall be accepted by the Customer other than by the Customer issuing an Order to the Supplier subject to these Conditions; or
- 2.1.2 the Customer may at any time provide the Supplier with a written Order to purchase the Goods and/or Services. The Supplier shall be deemed to have accepted such an Order at the earlier of either acknowledging acceptance in writing or acting in accordance with the requirements of the Order.
- 2.1.1 The Supplier shall provide the Customer with a written quotation which will constitute
- 2.2 These Conditions shall apply to any Agreement to the exclusion of any other terms and conditions which the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 2.3 Following receipt of any Order relating to Goods and/or Services, the Supplier shall acknowledge such receipt to the Customer and confirm the date of delivery of the Goods or provision of the Services as set out in the Order. The Supplier shall notify the Customer as soon as possible if there is any change to the date of delivery of the Goods or Services.
- 2.4 The Customer shall be entitled to amend or withdraw an Order by giving the Supplier notice in writing in relation to any Goods that have not yet been delivered or Services not yet performed.
- 2.5 No changes or variations to these Conditions or any Order shall be effective unless agreed in writing by an authorised representative of the parties.
- 3.1 The Goods shall be packaged to export grade standard and delivered by the Supplier, or its nominated carrier, to the Delivery Location on the date(s) specified in the Order.
- 3.2 The Goods shall be deemed delivered only on completion of unloading of the relevant Goods at the Delivery Location by the Supplier or its nominated carrier (as the case may be).
- 3.3 The Goods shall not be delivered by instalments unless otherwise specified in the Order.
- 3.4 Each delivery of the Goods shall be accompanied by a delivery note stating:
- 3.4.1 the date of the Order;
- 3.4.2 the relevant Customer and Supplier details;
- 3.4.3 the product numbers and type and quantity of Goods in the delivery;
- 3.4.4 any special handling and other instructions; and
- 3.4.5 any additional information requested by the Customer as set out in the Order.
- 3.5 Time of delivery is of the essence. If the Supplier fails to deliver any of the Goods by the date specified in the Order, the Customer shall (without prejudice to its other rights and remedies) be entitled at the Customer’s sole discretion to:
- 3.5.1 cancel the Order in whole or in part; and/or
- 3.5.2 purchase the same or similar Goods from another supplier; and/or
- 3.5.3 refuse to accept the delivery of any more Goods under the Order; and/or
- 3.5.4 recover from the Supplier all costs and losses resulting to the Customer from the failure in delivery, including the amount by which the price payable by the Customer to acquire those Goods from another supplier exceeds the price payable under the Agreement and any loss of profit.
4 Acceptance, rejection and inspection
- 4.1 The Customer shall not have accepted, or be deemed to have accepted, the Goods until the Acceptance Conditions are fulfilled and the Customer has notified confirmation of such to the Supplier in writing.
- 4.2 The ‘Acceptance Conditions’ are that:
- 4.2.1 the Goods and delivery note have been delivered to or at the Delivery Location; and
- 4.2.2 all pre-delivery and post-delivery acceptance tests and inspections have been completed to the satisfaction of the Customer at its sole discretion acting reasonably; and
- 4.2.3 the Customer has notified the Supplier in writing that the Goods have been delivered in full compliance with the Order and these Conditions including this clause 4.
- 4.3 The Customer shall be entitled to reject any Goods which are not in full compliance with the terms of the Order and the Agreement. Any acceptance of defective, late or incomplete Goods or any payment made in respect thereof, shall not constitute a waiver of any of the Customer’s rights and remedies, including its right to reject.
- 4.4 If the Goods are rejected due to the volume of the Goods exceeding the tolerances (if any) specified in the Order, the Supplier shall promptly and at its own cost arrange for redelivery of the correct volume.
- 4.5 Any rejected Goods may be returned to the Supplier by the Customer at the Supplier’s cost and risk. The Supplier shall pay to the Customer a reasonable charge for storing and returning any of the Goods over-delivered or rejected.
- 4.6 The Customer may inspect and test the Goods during manufacture or processing prior to despatch, and the Supplier shall provide the Customer with access to and use of all facilities reasonably required.
- 4.7 Any inspection or testing of the Goods shall not be deemed to be acceptance of the Goods or a waiver of any of the Customer’s other rights and remedies, including its right to reject.
4.8 Notwithstanding clauses 4.1 to 4.7, where the Supplier has been notified that the Goods must be branded with the JLA brand, the Customer is entitled to reject any Goods that are not branded with the JLA brand for any reason within 10 Business Days of receipt provided such Goods remain in their original packaging. If the Customer does so, it shall notify the Supplier and the Supplier shall be obliged to collect the Goods from the Customer at no charge to the Customer.
- 4.9 The rights of the Customer in this clause 4 are without prejudice to the Customer’s other rights and remedies under the Contract.
- 5.1 The Supplier warrants and represents that it shall:
- 5.1.1 have all consents, licences and authorisations necessary to supply the Goods;
- 5.1.2 provide high quality Documentation for the Goods;
- 5.1.3 ensure compliance and fulfilment of its obligations in accordance with the Order and these Conditions;
- 5.1.4 observe, and ensure that the Personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises including the Delivery Location;
- 5.1.5 ensure that the Personnel use reasonable skill and care in supplying the Goods;
- 5.1.6 keep the Customer fully informed of all activities concerning the Goods and provide the Customer with activity reports on request; and
- 5.1.7 conduct such tests, including pre-delivery and post-delivery acceptance tests and inspections, in relation to the Goods prior to delivery as the Customer may require at its sole discretion acting reasonably.
- 5.2 The Supplier warrants and represents that, the Goods shall for the duration of the Warranty Period:
- 5.2.1 conform to any sample, and with the quality and the description of the Specification;
- 5.2.2 be free from defects in design, material and workmanship;
- 5.2.3 comply with all Applicable Laws, standards and best industry practice;
- 5.2.4 be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
- 5.2.5 be fit for purpose and any purpose held out by the Supplier and as otherwise required to meet the Customer’s needs.
- 5.3 The Supplier shall, on request, without prejudice to the Customer’s other rights and remedies, repair, replace, correct or refund the price of defective Goods provided that the Customer serves a written notice on Supplier within the Warranty Period that some or all of the Goods do not comply with clause 5.2.
- 5.4 Without prejudice to the Customer’s other rights and remedies, the Customer shall be entitled to repair any defective Goods itself and the Supplier shall reimburse the Customer for the labour costs incurred, provided always such labour costs are at the Customer’s then prevailing rate.
- 5.5 The parties shall agree a process by which the Customer shall claim against the Supplier for defective Goods under clause 5.2 provided always that the Supplier shall reimburse the Customer for any claim made under clause 5.2 within 30 days of receipt of the claim.
- 5.6 The Supplier agrees that the approval by the Customer of any design or Specification provided by the Supplier shall not relieve the Supplier of any of its obligations under this clause 5.
- 5.7 The Supplier warrants and represents that it understands the Customer’s business and needs.
- 5.8 The provisions of these Conditions shall apply to any Goods that are repaired, replaced or corrected with effect from acceptance of the repaired, replaced or corrected Goods.
- 5.9 The Customer’s rights under these Conditions are in addition to, and do not exclude or modify, the rights and conditions contained in sections 13 to 15 of the Sale of Goods Act 1979.
- 5.10 The Customer shall be entitled to exercise its rights under this clause 5 regardless of whether the Goods have been accepted by the Customer and notwithstanding that the Goods were not rejected following their initial inspection under clause 4.3.
6 Risk and title
- 6.1 Risk in the Goods shall pass to the Customer on Delivery.
- 6.2 Title to the Goods shall pass to the Customer on Delivery or on payment for the relevant Goods, whichever comes first.
- 7.1 Where the Supplier provides Services to the Customer, the following provisions of this clause 7 shall also apply.
- 7.2 The Supplier shall:
- a) provide Services of a professional standard, with all reasonable care and skill and to the reasonable satisfaction of the Customer; and
- b) provide the Services on such days and at such times and in such places as may be required by the Customer. Time of performance shall be of the essence.
- 7.3 The Supplier will comply with the reasonable requests of the Customer and will work and co-operate with any servant or agent or other consultant of the Customer as may be necessary for the provision of the Services.
- 7.4 The Customer reserves the right to require the Supplier to immediately remove any Personnel in accordance with this clause 7.4. Such right may be exercised by the Customer in its reasonable discretion, including without limitation upon determination that any Personnel is:
- a) acting in violation of the terms and conditions of the Agreement including any confidentiality agreement;
- b) acting in violation of the Customer’s rules, procedures, regulation and polices such as security and health and safety guidelines;
- c) engaged in criminal activity; or
- d) acting in violation of Applicable Laws.
- 7.5 The Supplier will ensure that:
- a) the Personnel will observe all of the Customer’s on premise occupational health hygiene and health and safety practices, regulations and procedures and report to the Customer any unsafe working conditions or practices.
- b) the Personnel shall at all times wear all necessary garments, including but not limited to, all necessary personal protective equipment and respiratory protective equipment as required by relevant legislation and/or Customer premise specific requirements as amended from time to time.
- 7.6 Where the Supplier is obliged to provide personal instruments and/or equipment and/or computer equipment for the provision of the Services, it will be liable, at its own cost, to keep any such personal instruments and/or equipment and/or computer equipment in a safe and proper operating condition.
- 7.7 Where the Supplier is obliged to provide computer equipment for the provision of the Services it is a condition of the Agreement that:
- a) such computer equipment is free of any virus;
- b) the Supplier will, and will procure that the Personnel will, on the Commencement Date and from time to time as required by the Customer, make such computer equipment available for audit by the Customer’s information technology department or equivalent person; and
- c) the Supplier will not, and will procure that the Personnel will not, connect such computer equipment to the Customer computer network unless expressly authorised to do so via the Customer’s secure network.
- 8.1 The Prices payable by the Customer in respect of any Order for Goods or Services are contained in the Order and may be increased by the Supplier only in accordance with clause 8.4.
- 8.2 The Prices are exclusive of VAT (or any equivalent sales tax which may be applicable) but inclusive of all other costs including insurance, delivery and packaging.
- 8.3 The Customer shall pay any applicable VAT (or equivalent sales tax) to the Supplier on receipt of a valid VAT invoice.
- 8.4 The Supplier may increase the Prices for Goods at any time after the first anniversary of the Commencement Date by giving the Customer not less than six months’ notice in writing provided that:
- 8.4.1 the number of Price increases per Contract Year does not exceed one; and
- 8.4.2 the increase does not exceed 3% of the Prices in effect immediately prior to the increase.
- 8.5 The Prices for any Services shall be fixed unless agreed otherwise
- 8.6 Any notice of increase in Prices in accordance with these Conditions shall be accompanied by a full explanation of the reasons for the increase in Price, the steps taken by the Supplier to mitigate the effect of those reasons and reduce the Price increase, and evidence of the reasons given and the mitigating steps taken by the Supplier. Within 10 Business Days of receipt of the notice given under clause 8.4 the parties shall meet to review the information provided in accordance with this clause 8.6.
- 8.7 If the Customer does not agree with any increase in the Prices notified in accordance with clause 8.4 then the Customer may terminate the Agreement by giving the Supplier not less than 10 Business Days’ notice, such notice to expire no earlier than the date on which the price increase was due to take effect.
- 9.1 The Supplier may issue its invoice for the Goods at any time after Delivery. The Supplier may issue its invoice for Services after provision of the relevant Services or as otherwise agreed.
- 9.2 The Customer shall pay all undisputed invoices:
- 9.2.1 in cleared funds within 60 days of receipt of the relevant invoice or such other period as may be agreed between the parties; and
- 9.2.2 to the bank account nominated by the Supplier.
- 9.3 Time of payment is not of the essence. Where sums due under the Agreement are not paid in full by the due date:
- 9.3.1 the Supplier may, without limiting its other rights, charge interest on such sums at two % a year above the base rate of Lloyds Bank from time to time in force, and
- 9.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
10 Limitation of Liability
- 10.1 The extent of the parties’ liability under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 10.
- 10.2 Subject to clauses 10.4 and 10.5, the Customer’s total liability shall not exceed the total value of the Price paid by the Customer to the Supplier in any Contract Year immediately prior to the date the relevant claim arises.
- 10.3 Subject to clauses 10.4 and 10.5, the Customer shall not be liable for consequential, indirect or special losses.
- 10.4 The limitations of liability set out in this clause 10 shall not apply in respect of any indemnities given by either party under the Agreement.
- 10.5 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
- 10.5.1 death or personal injury caused by negligence;
- 10.5.2 fraud or fraudulent misrepresentation;
- 10.5.3 any other losses which cannot be excluded or limited by Applicable Law;
- 10.5.4 any losses caused by wilful misconduct.
- 11.1 The Supplier shall put in place and maintain the following insurance with a reputable insurer for the duration of the Agreement and for five years after its termination or expiry:
- 11.1.1 public liability insurance for not less than £10 million in respect of each claim; and
- 11.1.2 product liability insurance for not less than £10 million in respect of each claim.
- 11.2 On each policy renewal (including where any modifications are made to any policy) and otherwise at the Customer’s request, the Supplier shall provide the Customer with:
- 11.2.1 details of the insurance including the risks covered, indemnity limits and premiums paid; and
- 11.2.2 copies of the certificates of insurance.
- 11.3 The Supplier undertakes that it shall not do or omit to do anything which may invalidate or adversely affect the insurance that Supplier is obliged to maintain under clause 11.1.
- 11.4 The Supplier shall notify the Customer immediately in the event that anything occurs which has invalidated, or is likely to invalidate, the insurance held by the Supplier.
- 12.1 The Supplier shall indemnify the Customer or any of the Customer’s Affiliates for any losses, damages, liability, costs and expenses (including professional fees) incurred by it as a result of any action, demand or claim:
- 12.1.1 that the Deliverables or use or possession of the Goods infringes the Intellectual Property Rights of any third party (an IPR Claim);
- 12.1.2 that the Customer or any of the Customer’s Affiliates is in breach of any applicable laws as a result of any act or omission of the Supplier;
- 12.1.3 made against the Customer or any of the Customer’s Affiliates by a third party (including an end-user of the Goods) arising from any defect in the Goods or any breach of the warranties set out in clauses 5.1 and 5.2.
each being a Claim.
- 12.2 If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:
- 12.2.1 procure for the Customer the right to continue using and possessing the relevant Goods or Deliverables; or
- 12.2.2 modify or replace the infringing part of the Goods or Deliverables so as to avoid the infringement or alleged infringement, provided the Goods or Deliverables remain in conformance with the Specification.
- 12.3 The Supplier’s obligations under clause 12.1 shall not apply to Goods or Deliverables modified or used by the Customer other than in accordance with the Agreement or the Supplier’s reasonable written instructions.
13 Term and Termination
- 13.1 The term of an Agreement shall be as set out in the Order.
- 13.2 Either party may terminate an Agreement at any time by giving notice in writing to the other party if:
- 13.2.1 the other party commits a material breach of the Agreement and such breach is not remediable;
- 13.2.2 the other party commits a material breach of the Agreement which is remediable and is not remedied within 30 days of receiving written notice of such breach; or
- 13.2.3 any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under the Agreement or receive any benefit to which it is entitled.
- 13.3 Either party may terminate the Agreement immediately at any time by giving notice in writing to the other party if that other party ceases to or threatens to cease to carry on business, that party’s financial position is such that either the directors, members or creditors as appropriate take or are entitled to take steps to institute formal insolvency proceedings as provided for by the Insolvency Act 1986 (or any similar or analogous legislation, whether under English law or otherwise), including without limitation administration, liquidation, administrative receivership, receivership, voluntary arrangement, scheme of arrangement or bankruptcy, or if that party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
- 13.4 The right of a party to terminate the Agreement pursuant to clause 13.3 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Agreement.
- 13.5 The Customer may terminate the Agreement at any time without cause by giving no less than 30 days’ notice in writing to the Supplier.
- 13.6 On termination of the Agreement for any reason:
- 13.6.1 the Supplier shall promptly invoice the Customer for all Goods delivered but not yet invoiced;
- 13.6.2 the parties shall within ten Business Days return any materials of the other party then in their possession or control; and
- 13.6.3 the accrued rights and liabilities of the parties (including any rights in relation to breaches of contract) shall not be affected.
The following clauses 5 (warranty), 10 (limitation of liability), 12 (indemnity), 13.6 (consequences of termination), 14 (confidential information), 17 (dispute resolution), 20 (notices), 29 (third party rights) and 30/31 (governing law and jurisdiction) of these Conditions shall survive termination of an Agreement together with any other provision of the Agreement which expressly or by implication is intended to survive termination howsoever caused.
14 Confidential information
- 14.1 Each party undertakes that it shall keep any information that is confidential in nature concerning the other party and its Affiliates including, without limitation, any details of its business, affairs, customers, clients, suppliers, plans or strategy (Confidential Information) confidential and that it shall not use or disclose the other party’s Confidential Information to any person, except as permitted by clause 14.2.
- 14.2 A party may:
- 14.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under the Agreement, provided that such party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 14 as if it were a party;
- 14.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
- 14.2.3 use Confidential Information only to perform any obligations under the Agreement.
- 14.3 Each party recognises that any breach or threatened breach of this clause 14 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
- 15.1 For the purposes of this clause 15 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
- 15.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that all of that party’s personnel, all others associated with that party and all of that party’s subcontractors involved in the performance of the Agreement so comply.
- 15.3 Without limitation to clause 15.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate proceduresto ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
- 15.4 Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 15.
16 Modern Slavery
- 16.1 The Supplier undertakes, warrants and represents that:
- 16.1.1 neither the Supplier nor any of its officers, employees, agents or subcontractors has:
- (a) committed an offence under the Modern Slavery Act 2015 (a MSA Offence); or
- (b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
- (c) become aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015.
- 16.1.1 neither the Supplier nor any of its officers, employees, agents or subcontractors has:
- 16.2 The Supplier shall comply with the Modern Slavery Act 2015 and the Customer’s JLA Principles (available at: jla.com/legal).
- 16.3 The Supplier shall notify the Customer immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Supplier’s obligations under this clause 16. Any notice under this Clause
- 16.3 shall set out full details of the circumstances concerning the breach or potential breach of the Supplier’s obligations.
17 Dispute resolution
- 17.1 If any dispute arises between the parties out of or in connection with the Agreement, the matter shall be referred to senior representatives of each party who shall use their reasonable endeavours to resolve it.
- 17.2 If the dispute is not resolved within 14 days of the referral being made under clause 17.1, the parties may resolve the matter through mediation in accordance with the London Court of International Arbitration Mediation Rules.
- 17.3 Either party may issue formal legal proceedings or commence arbitration at any time whether or not the steps referred to in clauses 17.1 and 17.2 have been completed.
18 Continuous Improvement and Sustainability
- 18.1 The Supplier shall identify and target all potential areas of cost reduction and/or improvements relating to the performance of its obligations under the Agreement. The Supplier shall pass on to the Customer any reduction in costs that it achieves.
- 18.2 The parties shall hold annual review meetings and quarterly performance review meetings in which the Supplier shall provide to the Customer a detailed summary of all such potential areas of cost reduction and/or improvement in performance and any such changes shall be implemented at the Customer’s request.
- 18.3 The Supplier shall provide an annual report to the Customer detailing the impact that its activities have on the environment and the steps taken to reduce such impact. The report shall include the carbon footprint of the Supplier.
19 Entire agreement
- 19.1 The parties agree that the Agreement and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
- 19.2 Each party acknowledges that it has not entered into the Agreement or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Agreement.
- 20.1 Subject to clause 20.3, notices under the Agreement shall be in writing and sent by email or to a party’s registered office as set out on the first page of the Agreement. Notices may be given, and shall be deemed received:
- 20.1.1 by first-class post: two Business Days after posting;
- 20.1.2 by airmail: seven Business Days after posting; and
- 20.1.3 by email: to the email address provided by the relevant party for such person;
- 20.1.4 by hand: on delivery.
- 20.2 This clause does not apply to notices given in legal proceedings or arbitration.
- 20.3 A notice given to terminate the Agreement is not validly served if sent by email.
No announcement or other public disclosure concerning the Agreement or any of the matters contained in it shall be made by, or on behalf of, the Supplier without the prior written consent of the Customer, except as required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any recognised investment exchange) or any other authority of competent jurisdiction.
22 Force majeure
Neither party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such event causes a delay or failure in performance and when it ceases to do so. If the event continues for a continuous period of more than three months, the party not affected may terminate the Agreement by written notice to the other party.
23 Further assurance
Each party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to the Agreement.
No variation of the Agreement shall be valid or effective unless it is in writing, refers to the Agreement and is duly signed or executed by, or on behalf of, each party.
The Supplier may not assign, subcontract or encumber any right or obligation under the Agreement, in whole or in part, without the Customer’s prior written consent.
26 No partnership or agency
Nothing in the Agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under the Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
29 Third party rights
- 29.1 Subject to clause 29.2, no one other than a party to the Agreement, their successors and permitted assignees shall have any right to enforce any of its provisions.
- 29.2 The Affiliates of the Customer shall have the right to enforce the provisions of the Agreement.
30 Governing law
These Conditions, any Orders and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).