Conditions of Contract For Goods and Services

These Conditions may only be varied with the written agreement of the Purchaser.  No terms or conditions put forward at any time by the Supplier shall form any part of the Contract.

1. Definitions

In these Conditions:

'Contract' means the contract between the Purchaser and the Supplier for the provision of the Services and the purchase of Goods consisting of the Order, these conditions and any other documents (or parts thereof) specified in the Order;

the ‘Data Protection Legislation’ means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018;

the ‘Equality Legislation’ means any and all legislation, applicable guidance and statutory codes of practice relating to equality, diversity, non-discrimination and human rights as may be in force in England and Wales from time to time including, but not limited to, the Equality Act 2010, the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000 and the Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations 2002 (SI 2002/2034) and the Human Rights Act 1998;  

the ‘Goods' means any such goods as are to be supplied to the Purchaser by the Supplier (or by any of the Supplier’s sub-contractors) pursuant to or in connection with the Order;

'Order' means the Purchaser's order including any amendments or variations for the supply of the Services by and the purchase of the Goods from the Supplier;

‘Personal Data’ has the same meaning as defined in the Data Protection Legislation;

'Premises' means the location where the Services are to be performed, as specified in the Order;

'Purchaser' means The Royal Mint Ltd (company number: 06964873);

'Services' means the services to be provided as requested in the Order and shall, where the context so admits, include any materials, articles and goods to be supplied thereunder; and

the ‘Supplier’ means the supplier named in the Order.

2. The Goods

2.1 The Supplier warrants that:-

1. the Goods shall be to the reasonable satisfaction of the Purchaser and shall conform in all respects with any particulars specified in the Order;
2. the Goods shall be of a satisfactory quality and free from defects;
3. the Goods shall be fit and suitable for all common purposes for which such goods are used and for any particular purpose made known to the Supplier by the Purchaser whether expressly or by implication and the Purchaser relies on the skill and judgement of the Supplier in the supply of the Goods and the execution of the Order; and
4. the Goods and any labelling and packaging shall conform in all respects with the requirements of all applicable legal requirements, statutes, orders, regulations or bye-laws applicable in England and Wales and/or the European Union and/or the European Economic Area from time to time in force including all applicable Health and Safety legislation.
5. The Supplier shall ensure that whenever it is sourcing precious metals for the Purchaser, such precious metals shall be procured from refiners who are accredited to the ‘London Bullion Market Association (“LBMA”) Good Delivery Standard’. The Supplier shall provide evidence, upon request, that the precious metals sourced for the Purchaser have been procured from refiners accredited to this standard.

3. Variation of the Services

The Purchaser reserves the right by notice to the Supplier to modify the Services including the quality or quantity thereof and any alteration to the Contract price or the completion date arising by reason of such modification shall be agreed between the parties in writing.

4. Inspection of and entry to Premises and Nature of Services
   

4.1 The Supplier is deemed to have inspected the Premises before offering to provide the Services so as to have understood the nature and extent of the Services to be carried out and satisfied itself in relation to all matters connected with the Services and the Premises.

4.2 The Purchaser shall, at the reasonable request of the Supplier, grant such access as may be reasonable for the performance of the Services, subject always to the Supplier, its agents and servants, complying at all times with the health and safety and security procedures and policies of the Purchaser in force from time to time.

5. Supplier’s Status

In carrying out the Services the Supplier shall be acting as an independent contractor and not as the agent for or employee of the Purchaser.   Accordingly:

1. the Supplier shall not (and shall procure that its agents and servants do not) say or do anything that might lead any other person to believe that the Supplier is acting as the agent or employee of the Purchaser; and
2. nothing in the Contract shall impose any liability on the Purchaser in respect of any liability incurred by the Supplier to any other person but this shall not be taken to exclude or limit any liability of the Purchaser to the Supplier that may arise by virtue of either a breach of the Contract or any negligence on the part of the Purchaser, its staff or agents, subject always to these Conditions.
   
   

6. Supplier’s Personnel

6.1 The Supplier shall take all steps reasonably required by the Purchaser to prevent unauthorised persons being admitted to the Premises. If the Purchaser gives the Supplier notice that any person is not to be admitted to or is to be removed from the Premises or is not to become involved in or is to be removed from involvement in the performance of the Contract, the Supplier shall take all reasonable steps to comply with such notice and if required by the Purchaser the Supplier shall replace any person removed under this clause with another suitably qualified person and procure that any pass issued to the person removed is surrendered.

6.2 If and when instructed by the Purchaser, the Supplier shall give to the Purchaser a list of names and addresses of all persons who are or may be at any time concerned with the Services or any part of them, specifying the capacities in which they are so concerned, and giving such other particulars and evidence of identity and other supporting evidence as the Purchaser may reasonably require.

6.3 The decision of the Purchaser as to whether any person is to be admitted to or is to be removed from the Premises or is not to become involved in or is to be removed from involvement in the performance of the Contract and as to whether the Supplier has furnished the information or taken the steps required of him by this clause shall be final and conclusive.

6.4 The Supplier shall bear the cost of any notice, instruction or decision of the Purchaser under this clause.

7. Supplier Obligations

7.1 The Supplier shall:

1. 1. not do, or omit to be done, anything which may damage the goodwill and reputation of both the Purchaser and Her Majesty’s Treasury;
   2. allow the Purchaser to carry out appropriate security vetting checks on the Supplier’s employees; and
   3. allow the Purchaser or the Purchaser’s designated personnel and/or representatives to carry out an audit of the Supplier’s IT security processes.

8. Manner of Carrying Out of the Services

8.1 The Supplier shall make no deliveries of materials, plant or other things nor commence any Services on the Premises without obtaining the Purchaser's prior consent.

8.2 Access to the Premises shall not be exclusive to the Supplier but only such as shall enable him to carry out the Services concurrently with the execution of work by others. The Supplier shall co-operate with such others as the Purchaser may reasonably require.

8.3 The Purchaser shall have the power at any time during the progress of the Services to order in writing:

1. 1. the removal from the Premises of any materials which in the opinion of the Purchaser are either hazardous, noxious or not in accordance with the Contract; and/or
   2. the substitution of proper and suitable materials; and/or
   3. the removal and proper re-execution (notwithstanding any previous test thereof or interim payment therefor) of any work which, in respect of material or workmanship, is not in the opinion of the Purchaser in accordance with the Contract.

8.4 On completion of the Services the Supplier shall remove his plant, equipment and unused materials and shall clear away from the Premises all rubbish arising out of the Services and leave the Premises in a neat and tidy condition.

8.5 The Supplier warrants that the Services shall be performed by appropriately qualified personnel with the best care and diligence in accordance with best practice in the Supplier’s industry, profession or trade.

9. Time of Performance

The Supplier shall begin performing the Services on the date stated in the Order and shall complete them by the date stated in the Order or continue to perform them for the period stated in the Order (whichever is applicable).  Time is of the essence of the Contract.  The Purchaser may by written notice require the Supplier to execute the Services in such order of priority as the Purchaser may decide.  In the absence of such notice the Supplier shall submit such detailed programmes of work and progress reports as the Purchaser may from time to time require.

10. Price

10.1The price of the Services and the Goods provided shall be as stated on the Order and no increase will be accepted by the Purchaser unless agreed in writing.

10.2 Unless otherwise agreed in writing by the Purchaser the price includes all packaging, carriage, insurance, duties, delivery and freight charges.

10.3 Unless otherwise agreed in writing by the Purchaser, the Supplier shall render a separate invoice in respect of each consignment delivered under the Order. The invoice shall include any contract reference details provided by the Purchaser.

10.4 The Purchaser shall notify the Supplier within 7 days of receipt of an invoice in the event that such invoice is either disputed or not valid. The Purchaser shall pay all valid and undisputed invoices in full within 30 days of the date on which the Purchaser is satisfied that the relevant invoice is valid and undisputed. Payment shall be made to the bank account nominated in writing by the Supplier.

10.5 Value Added Tax, where applicable shall be shown separately on all invoices as a strictly net extra charge.

10.6 The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the Purchaser in order to justify withholding payment of any such amount in whole or in part.

11. Delivery of Goods

11.1 The Goods shall be delivered to the place named on the Order. Any access to the Purchaser’s premises and any labour and equipment that may be provided by the Purchaser in connection with delivery shall be provided without acceptance by the Purchaser of any liability whatsoever and the Supplier shall indemnify the Purchaser in respect of any actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation of the Goods to the extent that any such damage or injury is attributable to any act or omission of the Supplier or any of its sub-contractors.

11.2 Where any access to the Purchaser’s premises is necessary in connection with delivery or installation of the Goods the Supplier and its sub-contractors shall at all times comply with the health and safety and security procedures and policies of the Purchaser in force from time to time.

11.3 The time of delivery shall be of the essence and failure to deliver within the time promised or specified shall entitle the Purchaser (at its option) to release itself from any obligation to accept and pay for the Goods and/or to terminate the Contract, in either case without prejudice to the Purchaser's other rights and remedies.

12. Property and Risk

12.1 Property and risk in the Goods shall without prejudice to any of the rights and remedies of the Purchaser (including under clause 13 hereof) pass to the Purchaser on the earlier of payment or delivery.

12.2 Any articles or materials provided by the Purchaser shall remain the absolute property of the Purchaser. Neither the Supplier nor its sub-contractors nor any other person or entity shall have a lien on any item provided by the Purchaser. The Supplier shall keep such articles and or materials in good condition whilst in its possession and shall return the same to the Purchaser in such good condition.

13. Damage in Transit

On despatch of any consignment of the Goods the Supplier shall send to the Purchaser at the address for delivery of the Goods an advice note specifying the means of transport, the place and date of despatch, the number of packages and their weight and volume.  The Supplier shall free of charge and as quickly as possible either repair or replace (as the Purchaser shall elect) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to the Purchaser provided that:

1. 1. in the case of damage to such Goods in transit the Purchaser shall within 25 days of delivery give notice to the Supplier that the Goods have been damaged; and
   2. in the case of non-delivery, the Purchaser shall (provided that the Purchaser has been advised of the despatch of the Goods) within ten days of the notified date of delivery give notice to the Supplier that the Goods have not been delivered.

14. Inspection, Rejection and Guarantee

14.1 The Supplier shall permit the Purchaser or its authorised representatives to make any inspections or tests it may reasonably require, including the right to carry out an audit of the Supplier’s IT security processes, whilst the Goods are being manufactured or produced and/or during the provision of the Services, and the Supplier shall afford all reasonable facilities and assistance free of  charge  at  its premises. No failure to make complaint at the time of such inspection or test and no approval given during or after such tests or inspections shall constitute a waiver by the Purchaser of any rights or remedies in respect of the Goods and/or Services.

14.2 The Purchaser may by written notice to the Supplier reject any of the Goods which fail to meet the requirements specified in the Order or herein. Such notice shall be given within a reasonable time after delivery to the Purchaser of the Goods concerned. If the Purchaser rejects any of the Goods pursuant to this clause the Purchaser shall be entitled (without prejudice to its other rights and remedies) either:

1. 1. to have the Goods concerned as quickly as possible either repaired by the Supplier or (as the Purchaser shall elect) replaced by the Supplier with goods which comply in all respects with the requirements specified in the Order or herein; or
   2. to obtain a full refund from the Supplier in respect of the Goods concerned.

14.3 The guarantee period applicable to the Goods shall be 12 months from putting into service or 18 months from delivery, whichever shall be the shorter (subject to any alternative guarantee arrangements agreed in writing between the Purchaser and the Supplier). If the Purchaser shall within such a guarantee period or within 25 days thereafter give notice in writing to the Supplier of any defect in any of the Goods as may have arisen during such guarantee period under proper and normal use the Supplier shall (without prejudice to any other rights and remedies which the Purchaser may have) as quickly as possible remedy such defects (whether by repair or replacement as the Purchaser shall elect) without cost to the Purchaser.

14.4 Any Goods rejected or returned by the Purchaser as described in clauses 14.2 or 14.3 shall be returned to the Supplier at the Supplier’s risk and expense.

15. Labelling and Packaging

15.1 The Goods shall be adequately packed to protect the Goods against all damage and/or deterioration and marked in a proper manner both in accordance with the Purchaser’s instructions and any statutory requirements and any requirements of the carriers. In particular, the Goods shall be marked with the Order number, the net, gross and tare weights, the name of the contents shall be clearly marked on each container and all containers of hazardous goods (and all documents relating thereto) shall bear prominent and adequate warnings. The Supplier shall indemnify the Purchaser against all costs, losses and damages which the Purchaser may suffer or incur as a result of or in connection with any breach of this clause.

15.2 All packaging materials will be considered non-returnable and will be destroyed unless the Supplier’s advice note states that such materials will be charged for unless returned.

16. Health and Safety

The Supplier represents and warrants to the Purchaser that the Supplier has satisfied itself that all necessary tests and examinations have been made or will be made prior to delivery of the Goods to ensure that the Goods are designed and constructed so as to be safe and without risk to the health and safety of persons using the same, and that it has made available to the Purchaser adequate information about the use for which the Goods have been designed and have been tested and about any conditions necessary to ensure that when put to use the Goods will be safe and without risk to health.  The Supplier shall provide at the Purchaser’s request where the Purchaser considers it appropriate a Declaration of Conformity as that term is defined under the Supply of Machinery (Safety) Regulations 1992 and the Supply of Machinery (Safety) (Amendment) Regulations 1994.  The Supplier shall indemnify the Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any breach of this clause. The Supplier shall ensure that it Health and Safety Policy statement (as required by the Health and Safety at Work Act 1974) is made available to the Purchaser on request.

17. Free-Issue Materials

Where the Purchaser for the purpose of the Contract issues materials free of charge to the Supplier such materials shall be and remain the property of the Purchaser.  The Supplier shall maintain all such materials in good order and condition and shall use such materials solely in properly providing the Services.  The Supplier shall notify the Purchaser of any surplus materials remaining after completion of the Services and shall dispose of them as the Purchaser may direct.  Waste of such materials arising from bad workmanship or negligence of the Supplier or any of his servants, agents or sub-contractors shall be made good at the Supplier's expense.  Without prejudice to any of the Purchaser’s other rights the Supplier shall deliver up such materials whether processed or not to the Purchaser on demand.

18. Audit

The Supplier shall keep and maintain until seven years after the Contract has been completed records to the satisfaction of the Purchaser or any other third party of all expenditures which are reimbursable by the Purchaser and of the hours worked and costs incurred in connection with any employees or sub-contractors of the Supplier which are to be paid for by the Purchaser on a time charge basis.  The Supplier shall on request afford the Purchaser or its representatives such access to those records as may be required by the Purchaser in connection with the Contract.

19. Anti-bribery, anti-corruption and human slavery

19.1 The Supplier shall not offer or give, or agree to give, to any member, employee or representative of the Purchaser any gift or consideration of any kind as an inducement or reward for doing or refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this or any other contract with the Purchaser or for showing or refraining from showing favour or disfavour to any person in relation to this or any such contract. The attention of the Supplier is drawn to the criminal offences created by the Bribery Act 2010.

19.2 The Supplier shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery, anti-corruption, anti-slavery and human trafficking including but not limited to the Bribery Act 2010 and the Modern Slavery Act 2015.

20. Intellectual Property Rights

20.1 Except to the extent that the Services incorporate and the Goods are made up in accordance with designs furnished by the Purchaser, the Supplier warrants that the Services and the Goods will not infringe any intellectual property rights of any third party and the Supplier shall indemnify the Purchaser against all actions, suits, claims, demands, losses, damages, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any breach of this clause.

20.2 All rights (including ownership of copyright) in any specifications, instructions, plans, drawings, patterns, models, designs or other materials (“the Deliverables”):

1. 1. furnished to or made available to the Supplier by the Purchaser shall belong to the Purchaser absolutely; and
   2. prepared by the Supplier, its servants, agents or sub-contractors for use, or intended use, in relation to the performance of the Contract are hereby assigned to and belong to the Purchaser absolutely and insofar as they do not vest automatically by operation of law or under these Conditions, the Supplier holds legal title in these rights on trust for the Purchaser. Without prejudice to clause 23.1, the Supplier shall not and shall procure that its servants, agents and sub-contractors shall not (except to the extent necessary for the implementation of the Contract) without the prior written consent of the Purchaser use or disclose any Deliverables or any other information (whether or not relevant to the Contract) which the Supplier may obtain pursuant to or by reason of the Contract except information which is in the public domain otherwise than by reason of a breach of this provision, and in particular (but without prejudice to the generality of the foregoing) the Supplier shall not refer to the Purchaser or the Contract in any advertisement without the Purchaser's prior written consent.

20.3 The Supplier shall obtain waivers of all moral rights in the products and Deliverables of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part 1 of the Copyright Designs and Patents Act 1988 or any similar provisions in any jurisdiction.

20.4 The Supplier shall, promptly at the Purchaser’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Purchaser may from time to time require for the purpose of securing for the Purchaser the full benefit of the Contract, including all right, title and interest in and to the intellectual property rights assigned to the Purchaser in accordance with clause 20.2.

20.5 The provisions of this clause 20 shall apply during the continuance of the Contract and indefinitely after its termination or expiry, howsoever arising.

21. Indemnity and Insurance

21.1 The Supplier shall keep the Purchaser indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Purchaser as a result of, or in connection with, any claim made against the Purchaser by a third party arising out of, or in connection with, the supply of the Goods and the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

21.2 Except in the case of loss, damage or personal injury (including death) suffered by an employee of the Supplier (in respect of which the indemnity in clause 21.1 shall apply whether the loss, damage or personal injury was caused by the negligent or wilful act or omission of the Purchaser or Crown or any servant or agent of the Crown) the indemnity contained in clause 21.1 shall not apply to the extent that the loss, damage or injury is caused by the negligent or wilful act or omission of the Purchaser.

21.3 The Supplier shall have in force and shall require any approved sub-contractor to have in force:

1. 1. employer's liability insurance in accordance with any legal requirements for the time being in force; and
   2. public liability insurance for such sum and range of cover as the Supplier deems to be appropriate but covering at least all matters which are the subject of indemnities or compensation obligations under these conditions or in respect of which the Supplier may incur liability in the sum of not less than £5 million for any one incident and unlimited in total unless otherwise agreed by the Purchaser in writing.

21.4 The policies of insurance referred to in clause 21.3 shall be shown to the Purchaser whenever it requests, together with satisfactory evidence of payment of premiums.

21.5 The Purchaser will not be liable to the Supplier for any consequential, special or indirect losses including, without limitation (i) financial or economic loss; (ii) loss of profit; (iii) loss of business or business opportunity; (iv) corruption, loss of, or loss of use, of data; (v) loss of revenue (vi) loss of anticipated savings; or (vii) loss of contracts incurred by the Supplier howsoever arising out of or in connection with the Contract, save where otherwise provided by statute.

21.6 The provisions of this clause 21 shall apply during the continuance of the Contract and after its termination howsoever arising.

22. Equality and Discrimination

The Supplier shall:

1. 1. ensure that it does not engage in any act or omission that would contravene Equality Legislation;
   2. ensure that it complies with all of its obligations set out in Equality Legislation and take reasonable endeavours to ensure its employees do not unlawfully discriminate within the meaning of the Equality Legislation;
   3. cooperate with the Purchaser in the management of its affairs and the development of its equality and diversity policies; and
   4. take such reasonable and proportionate steps as the Purchaser considers appropriate to promote equality and diversity, including race equality, equality of opportunity for disabled people, gender equality, and equality relating to religion and belief, sexual orientation and age.

23. Confidentiality

23.1 The Supplier shall keep secret and not disclose and shall procure that its employees, agents and approved sub-contractors keep secret and do not disclose any information of a confidential nature obtained by it or them by reason of the Contract except information which is in the public domain otherwise than by reason of a breach of this provision.

23.2 Neither party shall be in breach of the Contract where it can show that any disclosure of information is made solely and to the extent necessary to comply with the Freedom of Information Act 2000 (“the Act”) or the Environmental Information Regulations 2004 (“the Regulations”). To the extent permitted by the time for compliance under the Act or the Regulations, the relevant party shall consult the other party where it is considering the disclosure of information under the Act or the Regulations and, in any event, shall provide prior notification to the other party of any decision to disclose the information. Each party acknowledges that its representations on disclosure during consultation may not be determinative and that the decision whether to disclose information in order to comply with the Act or the Regulations is a matter in which the other party shall exercise its own discretion, subject always to the provisions of the Act or the Regulations.  For the avoidance of doubt, nothing in this clause shall affect the parties’ rights at law.

23.3 The provisions of this clause 23 shall apply during the continuance of the Contract and after its termination howsoever arising.

24. Data Protection

The Purchaser and the Supplier hereby agree to comply in all respects with the Data Protection Legislation and, if the Supplier processes any Personal Data on behalf of the Purchaser, the Supplier shall also comply with the provisions of the Purchaser’s Data Processing Addendum.

25. Termination and Cancellation

25.1 Without prejudice to any other rights or remedies of the Purchaser under the Contract the Purchaser shall have the right to immediately terminate the Contract at any time without compensation to the Supplier by notice in writing if:

1. 1. an order is made or a resolution is passed for the winding up of the Supplier or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the Supplier;
   2. an order is made for the appointment of an administrator to manage the affairs, business and property of the Supplier or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Supplier or notice of intention to appoint an administrator is given by the Supplier or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
   3. a receiver is appointed over any of the Supplier’s assets or undertaking or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Supplier or if any other person takes possession of or sells the Supplier’s assets; or the Supplier makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
   4. the Supplier ceases to trade;
   5. there is a change of control of the Supplier;
   6. the Supplier takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or
   7. where the Supplier is an individual a bankruptcy petition is presented or a bankruptcy order is made against the Supplier, or it makes any composition or arrangement with or for the benefit of its creditors, or if an administrator is appointed to manage its affairs;
   8. where the Supplier is not an individual but is a firm or a number of persons acting together in any capacity, any event in (g) above occurs in respect of any partner in the firm or any of those persons;
   9. a petition is presented for the Supplier to be wound up as an unregistered company or any of the events in (a)-(f) above occur;
   10. the Supplier has acted in breach of clause 19 of these conditions;
   11. the Supplier fails to comply with the legal obligations in the fields of environmental, social or labour law; or
   12. the Supplier shall have committed a breach of the Contract and (if such a breach is capable of remedy) shall have failed to remedy such breach within 14 days of being required by the Purchaser in writing to do so.

25.2 The Purchaser shall be entitled to immediately terminate the Contract in whole or in part by giving the Supplier written notice if the Supplier fails to comply with any provision of the Contract, without prejudice to any other rights or remedies under the Contract or otherwise at law.

25.3 On termination of the Contract, without prejudice to any other of its rights, the Purchaser may itself complete the Services using for that purpose all materials, plant and equipment on the Premises belonging to the Supplier, and the Purchaser shall not be liable to make any further payment to the Supplier until the Services have been completed in accordance with the Contract, and shall be entitled to deduct from any amount due to the Supplier the costs thereof incurred by the Purchaser. If the total cost to the Purchaser exceeds the amount (if any) due to the Supplier, the difference shall be recoverable by the Purchaser from the Supplier.

25.4 In addition to the Purchaser’s rights under clauses 25.1 and 25.2 above, the Purchaser shall be entitled to cancel any Order in whole or in part immediately upon written notice. Upon such cancellation the Supplier shall immediately discontinue work on the Order and shall within 2 months submit its claim to the Purchaser for unavoidable and reasonable expenses properly incurred by the Supplier in relation to the Order, as a direct result of the cancellation. The Supplier shall take all reasonable steps to mitigate its loss and the Purchaser shall not be liable for claims submitted by the Supplier more than 2 months after cancellation.

25.5 Termination under this clause 25 shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereupon accrue to the Purchaser and shall not affect the continued operation of clauses 18, 20, 21, 23 and 25.

26. Recovery of Sums Due

Wherever under the Contract the Purchaser considers that any sum of money is recoverable from or payable by the Supplier, the sum may be deducted from any sum then due, or which at any later time may become due, to the Supplier under the Contract or under any other agreement or contract with the Purchaser.

27. Assignment and Sub-Contracting

27.1 The Supplier shall not assign or sub-contract the whole or any part of the Contract without the prior written consent of the Purchaser. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to it under the Contract.

27.2 Where the Purchaser has consented to the placing of sub-contracts, copies of each sub-contract shall be sent by the Supplier to the Purchaser immediately it is executed.

28. Third Party Rights

Nothing in these Conditions shall create any rights for third parties under the Contracts (Rights of Third Parties) Act 1999.  No variation to these Conditions and no supplemental or ancillary agreement to these Conditions shall create any such rights unless expressly so stated in any such agreement by the parties.  This does not affect any right or remedy of a third party which exists or is available otherwise than pursuant to that Act.

29. Waiver and Severance

29.1 No waiver of the Purchaser's rights shall be effective unless in writing and signed by an authorised representative of the Purchaser. A waiver shall only apply to the specific circumstances in which it is given and shall not affect the enforcement of the Purchaser's rights in relation to different circumstances or the recurrence of similar circumstances.

29.2 If any court or competent authority finds that any provision of these Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Conditions shall not be affected. If any invalid, unenforceable or illegal provision of these Conditions 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.

30. Notices

Any notice given pursuant to the Contract may be sent by hand or by post or by registered post or by the recorded delivery service or transmitted by e-mail, telex, telemessages, facsimile transmission or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the Order, or to such other address as the party may by notice to the other have substituted therefor, shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.

31. Headings (and Variation)

31.1 The headings to these Conditions shall not affect their construction or interpretation.

31.2 Subject to clause 3 above, no variation of these Conditions or any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of the parties.

32. Governing Law and Jurisdiction

These Conditions shall be governed by and construed in accordance with the laws of England and Wales and the Supplier hereby irrevocably submits to the exclusive jurisdiction of the English and Welsh courts.