A. General Conditions
1 Application of these Conditions
1.1 These Conditions apply to and form part of the Contract between United and you. They
supersede any previously issued terms and conditions of purchase or supply.
1.2 These Conditions use various capitalised or defined terms, please refer to the end of these
Conditions to see the definitions.
1.3 No terms or conditions endorsed on, delivered with, or contained in your purchase
conditions, order, confirmation of order, specification or other document shall form part of
the contract except to the extent that United otherwise agrees in writing.
1.4 No variation of these Conditions or to an Order or to the Contract, shall be binding unless
expressly agreed in writing by United.
1.5 Each Order by you to United shall be an offer to purchase Goods and/or Services subject to
these Conditions.
1.6 United may accept or reject an Order at its discretion. An Order shall not be accepted, and
no binding obligation to supply any Goods and/or Services shall arise, until the earlier of:
1.6.1 United’s written acceptance of the Order; or
1.6.2 United delivering or performing the Goods and/or Services or notifying you
that they are ready to be delivered or performed (as the case may be).
1.7 Particular Goods and Services are subject to Special Conditions which shall apply in
addition to these General Conditions. If there is any conflict or inconsistency between the
General Conditions and the Special Conditions the Special Conditions shall take
precedence.
2 Price
2.1 The price for the Goods and/or Services shall be as set out in the Order or, in default of such
provision, shall be calculated in accordance with United's scale of charges as advised by
United and received and acknowledged by you before the date the Order is made (Price).
2.2 The Prices are exclusive of:
2.2.1 packaging, delivery and insurance which shall be charged in addition at
United’s standard rates
2.2.2 VAT.
2.3 You shall pay any applicable VAT to United on receipt of a valid VAT invoice.
2.4 United may increase the Prices at any time by giving you not less than 15 Business Days’
notice in writing provided that the increase does not exceed 10% of the Prices in effect
immediately prior to the increase.
2.5 Notwithstanding clause 2.4, United may increase the Prices with immediate effect by written
notice to you where there is an increase in the direct cost to United of supplying the relevant
Goods and/or Services which exceeds 5% and which is due to any factor beyond the control
of United.
3 Payment
3.1 United shall invoice you for the Goods and/or Services at any time after delivery or
performance (as the case may be).
3.2 You shall pay all invoices in full without deduction or set-off, in cleared funds 30 days
from end of month.
3.3 Where sums due under these Conditions are not paid in full by the due date:
3.3.1 United may, without limiting its other rights, charge interest on such sums at 8% a year
above the base rate of the Bank of England;
3.3.2 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;
3.3.3 if United issues Court proceedings against you for the recovery of monies owed by
you, you agree to pay all Court costs relating to the proceedings as well as interest
and United’s fixed administration charge of £200 which you agree may be added to
the claim.
4 Rebates
4.1 United may at its sole discretion offer rebates, but is under no obligation to do so.
4.2 Any terms of any rebates shall be negotiated separately between you and United.
5 Delivery and performance
5.1 The Goods shall be delivered by United to the Address on the date(s) specified in the Order,
but subject to clause 5.3. The Goods shall be deemed delivered by United only on arrival at
the Address. United will only provide POD if this is requested within 3 months of delivery.
5.2 The Services shall be performed by United at the Address on the date(s) specified in the
Order, but subject to clause 5.3. The Services shall be deemed performed by United only on
completion of the performance of the Services at the Address.
5.3 United may deliver the Goods or perform the Services in instalments. Any delay in
performance or defect in an instalment shall not entitle you to cancel any other instalment.
5.4 Time is not of the essence in relation to the performance of the Services or delivery of the
Goods. United shall use its reasonable endeavours to meet estimated dates for delivery and
performance, but any such dates are approximate only.
5.5 United shall not be liable for any delay in or failure of performance caused by:
5.5.1 Your failure to: (i) make the Address available, (ii) prepare the Address as required or
(iii) provide United with adequate instructions for performance or delivery or otherwise
relating to the Goods and/or Services;
5.5.2 Force Majeure.
6 Risk and title
6.1 Risk in the Goods shall pass to you on delivery.
6.2 Title to the Goods shall pass to you once United has received payment in full and cleared
funds for the Goods.
6.3 Until title to the Goods has passed to you, you shall:
6.3.1 hold the Goods as bailee for United;
6.3.2 store the Goods separately from all other material in your possession;
6.3.3 take all reasonable care of the Goods and keep them in the condition in which
they were delivered;
6.3.4 insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against
all risks (iii) for an amount at least equal to their Price;
6.3.5 ensure that the Goods are clearly identifiable as belonging to United;
6.3.6 not remove or alter any mark on or packaging of the Goods;
6.3.7 inform United immediately if you become subject to any of the events or
circumstances set out in clauses 11.1.1 to 11.1.3 or 11.2.1 to 11.2.11; and
6.3.8 on reasonable notice permit United to inspect the Goods during your normal
business hours and provide United with such information concerning the Goods
as United may request.
6.4 Notwithstanding clause 6.3, you may use or resell the Goods in the ordinary course of
business until such time as you become aware or ought reasonably to have become aware
that an event specified in clauses 11.1.1 to 11.1.3 or 11.2.1 to 11.2.11 has occurred or is
likely to occur.
6.5 If you resell the Goods in accordance with clause 6.4, title to the Goods shall pass to you
immediately prior to the resale.
6.6 If, at any time before title to the Goods has passed to you, you inform United, or United
reasonably believes, that you have or are likely to become subject to any of the events
specified in clauses11.1.1 to 11.1.3 or 11.2.1 to 11.2.11, United may:
6.6.1 require you at your expense to re-deliver the Goods to United; and
6.6.2 if you fail to do so promptly, enter any premises where the Goods are stored and
repossess them.
7 Warranty
7.1 United warrants that, for a period of 6 months from delivery (the Warranty Period), the Goods
shall:
7.1.1 conform in all material respects to any sample, their description and to the
Specification;
7.1.2 be free from material defects in design, material and workmanship; and
7.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
7.2 United warrants that, for a period of 6 months from performance (also the Warranty Period):
7.2.1 the Services shall be supplied with reasonable care and skill within the meaning of the
Supply of Goods and Services Act 1982, Part II, s 13; and
7.2.2 any media on which the results of the Services are supplied shall be free from defects
in material and workmanship and of satisfactory quality within the meaning of the Sale
of Goods Act 1979.
7.3 You warrant that you have provided United with all relevant, full and accurate information as
to your business and needs.
7.4 United shall, at its option, correct, repair, remedy, re-perform or refund the Goods and/or the
Services that do not comply with clause 7, provided that:
7.4.1 you serve a written notice on United not later than five Business Days from delivery or
performance in the case of defects discoverable by a physical inspection, or within a
reasonable period of time from delivery or performance in the case of latent defects;
7.4.2 such notice specifies that some or all of the Goods and/or Services do not comply with
clause 7.1 or 7.2 and identifying in sufficient detail the nature and extent of the defects;
and
7.4.3 you give United a reasonable opportunity to examine the claim of the defective Goods
and/or Services.
7.5 Except as set out in this clause 7:
7.5.1 United gives no warranty and makes no representations in relation to the Goods and/or
Services; and
7.5.2 shall have no liability for their failure to comply with the warranty in clauses 7.1 and 7.2,
and all warranties and conditions (including the conditions implied by ss 12–16 of the
Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979),
whether express or implied by statute, common law or otherwise are excluded to the
extent permitted.
8 Limitation of liability
8.1 The extent of the parties’ liability under or in connection with the Contract (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 8.
8.2 Subject to clause 8.6, United’s total liability in relation to Goods shall not exceed the sum of
the Price paid under this Contract.
8.3 Subject to clause 8.6, United’s total liability in relation to Services shall not exceed 150% of
the Price paid under this Contract.
8.4 Subject to clause 8.6, United shall not be liable for consequential, indirect or special losses.
8.5 Subject to clause 8.6, United shall not be liable (whether direct or indirect) for loss of profit,
loss or corruption of data, loss of use, loss of production, loss of contract, loss of opportunity,
loss of savings, discount or rebate (whether actual or anticipated) or harm to reputation or
loss of goodwill.
8.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be
limited in any way in respect of the following:
8.6.1 death or personal injury caused by negligence;
8.6.2 fraud or fraudulent misrepresentation;
8.6.3 any other losses which cannot be excluded or limited by applicable law;
8.6.4 any losses caused by wilful misconduct.
9 Processing of personal data
9.1 The parties agree that the Customer is a Controller and that United is a Processor (as defined
in the Data Protection Laws) for the purposes of processing Protected Data pursuant to the
contract.
9.2 Each party shall comply with its respective obligations and may exercise its respective rights
in accordance with Data Protection Laws.
9.3 The Customer authorises the appointment of the Sub-Processors listed in United’s list of SubProcessors.
9.4 United shall not process and/or transfer, or otherwise directly or indirectly disclose, any
Protected Data in or to countries outside the United Kingdom without the prior written consent
of the Customer.
9.5 At the end of the provision of the Services relating to the processing of Protected Data, at the
Customer’s option, United shall either return all of the Protected Data to the Customer or
securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it)
except to the extent that any applicable law requires United to store such Protected Data. This
clause 9 shall survive termination or expiry of the Contract.
10 Force Majeure
10.1 United shall not be liable if delayed in or prevented from performing its obligations due to
Force Majeure, provided that it:
10.1.1 promptly notifies you of the Force Majeure event and its expected duration; and
10.1.2 uses best endeavours to minimise the effects of that event.
10.2 If, due to Force Majeure, United:
10.2.1 is or shall be unable to perform a material obligation; or
10.2.2 is delayed in or prevented from performing its obligations for a continuous period
exceeding 14 days or total of more than 30 days in any consecutive period of 60 days;
you may, within 30 days, terminate the Contract on immediate notice or renegotiate the
Contract with United to achieve, as nearly as possible, the original commercial intent.
11 Termination
11.1 United may terminate the Contract or any other contract which it has with you at any time by
giving notice in writing to you if:
11.1.1 you commit a material breach of the Contract and such breach is not remediable;
11.1.2 you commit a material breach of the Contract which is not remedied within 14 days of
receiving written notice of such breach; or
11.1.3 you have failed to pay any amount due under the Contract on the due date and such
amount remains unpaid within 30 days after United has given notification that the
payment is overdue.
11.2 United may terminate the Contract at any time by giving notice in writing to you if you:
11.2.1 stop carrying on all or a significant part of your business, or indicate in any way that you
intend to do so;
11.2.2 are unable to pay your debts either within the meaning of section 123 of the Insolvency
Act 1986 or if United reasonably believes that to be the case
11.2.3 become the subject of a company voluntary arrangement under the Insolvency Act
1986;
11.2.4 have a receiver, manager, administrator or administrative receiver appointed over all or
any part of your undertaking, assets or income;
11.2.5 have a resolution passed for winding up;
11.2.6 have a petition presented to any court for winding up or an application is made for an
administration order, or any winding-up or administration order is made against you;
11.2.7 are subject to any procedure for the taking control of goods that is not withdrawn or
discharged within seven days of that procedure being commenced;
11.2.8 have a freezing order made against you;
11.2.9 are subject to any recovery or attempted recovery of items supplied to you by a supplier
retaining title in those items;
11.2.10 are subject to any events or circumstances analogous to those in clauses 11.2.1 to
11.2.9 in any jurisdiction;
11.2.11 take any steps in anticipation of, or have no realistic prospect of avoiding, any of the
events or procedures described in clauses 11.2.1 to 11.2.10 including for the avoidance
of doubt, but not limited to, giving notice for the convening of any meeting of creditors,
issuing an application at court or filing any notice at court, receiving any demand for
repayment of lending facilities, or passing any board resolution authorising any steps to
be taken to enter into an insolvency process.
11.3 The right of United to terminate the Contract pursuant to clause 11.2 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 Contract.
11.4 If you become aware that any event has occurred, or circumstances exist, which may entitle
United to terminate the Contract under this clause 11, you shall immediately notify United in
writing.
11.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of United
at any time up to the date of termination.
12 Notices
12.1 Any notice or other communication given by a party under these Conditions shall:
12.1.1 be in writing and in English;
12.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and
12.1.3 be sent to the relevant party at the address set out in the Contract
12.2 Notices may be given, and are deemed received:
12.2.1 by hand: on receipt of a signature at the time of delivery; or
12.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after
posting.
12.3 Any change to the contact details of a party as set out in the Contract shall be notified to the
other party in accordance with clause 12.1 and shall be effective:
12.3.1 on the date specified in the notice as being the date of such change; or
12.3.2 if no date is so specified, 5 Business Days after the notice is deemed to be received.
12.4 All references to time are to the local time at the place of deemed receipt.
12.5 This clause does not apply to notices given in legal proceedings or arbitration.
12.6 A notice given under these Conditions is not validly served if sent by email.
13 Cumulative remedies
The rights and remedies provided in the Contract for United only are cumulative and not exclusive of
any rights and remedies provided by law.
14 Further assurance
You shall at the request of United, and at your own cost, do all acts and execute all documents which
are necessary to give full effect to the Contract.
15 Entire agreement
15.1 The parties agree that the Contract 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.
15.2 Each party acknowledges that it has not entered into the Contract 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 Contract 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 Contract.
15.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
16 Variation
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and
these Conditions and is duly signed or executed by, or on behalf of, United.
17 Assignment
17.1 You may not assign, subcontract or encumber any right or obligation under the Contract, in
whole or in part, without United’s prior written consent, which it may withhold or delay at its
absolute discretion.
18 Set off
18.1 United shall be entitled to set-off under the Contract any liability which it has or any sums which
it owes to you under the Contract or under any other contract which United has with you.
18.2 You shall pay all sums that you owe to United under the Contract without any set-off,
counterclaim, deduction or withholding of any kind, save as may be required by law.
19 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and
employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship
between them, other than the contractual relationship expressly provided for in it. None of the parties
shall have, nor shall represent that they have, any authority to make any commitments on the other
party's behalf.
20 Equitable relief
You recognise that any breach or threatened breach of the Contract may cause United irreparable
harm for which damages may not be an adequate remedy. Accordingly, in addition to any other
remedies and damages available to United, you acknowledge and agree that United is entitled to the
remedies of specific performance, injunction and other equitable relief without proof of special
damages.
21 Severance
21.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or
unenforceable, the legality, validity and enforceability of any other provision of the Contract shall
not be affected.
21.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or
unenforceable but would be legal, valid and enforceable if some part of it was deleted or
modified, the provision or part-provision in question shall apply with such deletions or
modifications as may be necessary to make the provision legal, valid and enforceable. In the
event of such deletion or modification, the parties shall negotiate in good faith in order to agree
the terms of a mutually acceptable alternative provision.
22 Waiver
22.1 No failure, delay or omission by United in exercising any right, power or remedy provided by law
or under the Contract 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, power or remedy.
22.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract
by United shall prevent any future exercise of it or the exercise of any other right, power or
remedy by United.
22.3 A waiver of any term, provision, condition or breach of the Contract by United shall only be
effective if given in writing and signed by United, and then only in the instance and for the
purpose for which it is given.
23 Compliance with law
You shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry
codes applicable to it and shall maintain such authorisations and all other approvals, permits and
authorities as are required to perform its obligations under or in connection with the Contract.
24 Third party rights
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of
Third Parties) Act 1999 to enforce any of the provisions of the Contract.
25 Governing law and jurisdiction
25.1 The Contract and any dispute or claim arising out of, or in connection with, it, its 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.
25.2 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 Contract, its
subject matter or formation (including non-contractual disputes or claims).
26 Definitions and interpretation
26.1 In these Conditions the following definitions apply:
Address means the address(es) for delivery of the Goods and performance of the Services
as set out in the Order;
Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks
generally are open for non-automated business in England;
Conditions means United’s terms and conditions of sale set out in this document;
Confidential
Information means any commercial, financial or technical information, information relating to
the Goods and/or Services, plans, know-how or trade secrets which is obviously
confidential or has been identified as such, or which is developed by the Customer
in performing its obligations under, or otherwise pursuant to the Contract;
Contract means the agreement between United and the Customer for the sale and purchase
of Goods and/or Services incorporating these Conditions and the Order;
Customer, you
or your means the person who purchases the Goods and/or Services from United and
whose details are set out in the Order;
DCA software used in managed print services called a data collection agent;
Data Protection
Laws means, as binding on either party or the Services:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the
foregoing;
Force Majeure
GDPR
Goods
Order
Order Form
Personal Data
POD
PPE
Price
Protected Data
means an event or sequence of events beyond United’s control preventing or
delaying it from performing its obligations under the Contract including an act of
God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil
unrest; interruption or failure of supplies of power, fuel, water, transport, equipment
or telecommunications service; or material required for performance of the
Contract; strike, lockout or boycott or other industrial action including strikes or
other industrial disputes involving United's or its suppliers’ workforce;
means the General Data Protection Regulation, Regulation (EU) 2016/679; means
the goods set out in the Order or understood by the parties to be included in the
Goods and to be supplied by United to the Customer;
means the Customer's order for the Goods and/or Services as detailed in the Order
Form;
United’s Order From which details the Customer’s order for the Goods and/or
Services;
has the meaning given in the applicable Data Protection Laws;
means proof of delivery
means personal protection equipment;
has the meaning given in clause 2.1;
means Personal Data received from or on behalf of the Customer in connection
with the performance of United’s obligations under the Contract
$pplication oI tKese Special Conditions
These Special Conditions apply to and form part of the Contract between United
and the Customer and should be read with the General Conditions.
If there is any inconsistency between the General Conditions and these Special
Conditions these Special Conditions shall take precedence.
Services
Special Goods
Customer Specific
products
Specification
Sub-Processor
United
United Personnel
VAT
Warranty Period
26.2
26.2.1
26.2.2
26.2.3
26.2.4
26.2.5
means the services set out in the Order or understood by the parties to be
included in the Services and to be supplied by United to the Customer;
means Goods which have been ordered to a Customer’s own specification;
Goods that have been ordered and stocked on behalf of the customer at their
request.
means the description or specification of the Goods and/or Services set out or
referred to in the Order;
means any agent, subcontractor or other third party (excluding its employees)
engaged by United for carrying out any processing activities on behalf of the
Customer in respect of the Protected Data;
means United-UK LLP, a limited liability partnership registered in England and
Wales, company registration number OC335195 and whose registered office is
at 82 St. John Street, London, EC1M 4JN;
all employees, officers, staff, other workers, agents and consultants of United
and any of their sub-contractors who are engaged in the performance of the
Services;
means value added tax under the Value Added Taxes Act 1994 or any other
similar sale or fiscal tax applying to the sale of the Goods and/or Services;
has the meaning given in clause 7.1.
In these Conditions, unless the context otherwise requires:
a reference to the Contract includes these Conditions, the Order, and their
respective schedules, appendices and annexes (if any);
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;
a reference to a ’company’ includes any company, corporation or other body
corporate, wherever and however incorporated or established;
words in the singular include the plural and vice versa; and
a reference to legislation is a reference to that legislation as in force at the date
of the Contract.
B. Special Conditions
27
27.1
27.2
28 Business Supplies
28.1 Where the Contract relates to Business Supplies the following Special Conditions apply:
28.1.1 Prices are subject to change and are those in applying on the date of the Order;
28.1.2 Standard Goods may be returned provided they are returned within 7 days in good
condition with their original packaging;
28.1.3 A restocking fee of 15% may be charged by United for any returned Goods. The
Customer shall pay the carriage cost of returning the Goods;
28.1.4 Delivery times if quoted are reasonable estimates and clause 5.3, 5.4 and 5.5 of the
General Terms shall apply;
28.1.5 Special Goods are non-returnable;
28.1.6 Catering food items are non-returnable for hygiene reasons.
29 Brand Management
29.1 Where the Contract relates to Brand Management the following Special Conditions apply:
29.1.1 Promotional items ordered by a Customer bearing their marketing or branding designs and
logos are Special Goods and are non-returnable;
29.1.2 The Customer will be asked to approve and sign-off the branding and designs applied to
Special Goods. Once sign-off has occurred the Customer may not cancel the Contract;
29.1.3 United will apply Customer marketing or branding to PPE but United makes no
recommendation or warranty concerning the appropriateness of any PPE item.
30 Office Furniture
30.1 Where the Contract relates to Office Furniture the following Special Conditions apply:
30.1.1 Goods which are not Special Goods may be returned provided they are returned within 7
days in perfect condition;
30.1.2 A restocking fee of between 15% and 20% may be charged by United for any returned
Goods which are furniture. The Customer shall pay the carriage cost of returning the
Goods;
30.1.3 In the case of furniture the definition of Special Goods includes standard Goods which
have been produced subject to the Customer’s colour selections. Special Goods of this
kind are not returnable;
30.1.4 United promises to take the utmost care when delivering and fitting furniture and will admit
if any damage has been caused either to the Goods or to the Customer’s other property;
30.1.5 United will take photographs on completion of any installation and seek the Customer’s
written approval of any installation;
30.1.6 Any claim by the Customer that Goods or other property have been damaged must be
made promptly but in any event no later than 2 Business Days of completion of the
delivery and installation of the Goods with details of the damage and any relevant
circumstances. Interiors
30.2 Interior fit-out will be subject to special terms and conditions which will be supplied to you.
31 Document Storage
Document storage will be subject to special terms and conditions which will be supplied to you.
32 Managed Print Services
32.1 Where the Contract relates to Managed Print Services the following Special Conditions apply:
32.1.1 Prices quoted will include agreed page coverage assumptions and toner usage which
United will monitor remotely using its DCA;
32.1.2 If toner usage deviates from the usage agreed at the start of the Contract United reserves
the right to modify the Price charged to the Customer;
32.1.3 If page usage deviates from the usage agreed at the start of the Contract United reserves
the right to modify the Price charged to the Customer;
32.1.4 Printing machines are normally provided to a Customer on a leased basis and the
Customer will be asked to sign separate lease finance terms and conditions with the
funder;
32.1.5 United will agrees to offer a Customer a number of options at the end of the lease finance
term including provision of a new machine under a new finance agreement or the sale of
the printing machine to the Customer for an agreed fee.
33 Kitchen and Barware
33.1 Where the Contract relates to Kitchen and Barware the following Special Conditions apply:
33.2 Kitchen and barware are Special Goods and are non-returnable once ordered.
34 Technology
34.1 Technology will be subject to special terms and conditions which will be supplied to you.
1 Definitions and interpretation
1.1 In this Agreement:
Bribery Laws means the Bribery Act 2010 and associated guidance published by the
Secretary of State for Justice under the Bribery Act;
Business Day means a day other than a Saturday, Sunday or bank or public holiday in
England;
Call-Off means the Customer requesting that the Supplier delivers either IOD Stock
or Call-Off Stock;
Call-Off Notice has the meaning given in clause 6;
Call-Off Stock means Stock which is owned by the Supplier and which is called-off by the
Customer;
Commencement Date means the date set out on the Order Particulars;
Confidential Information has the meaning given in clause 20;
Customer IPR means the IPR of the Customer not limited to its brand name, logos,
designs, marketing material;
Data Protection Law means GDPR
Delivery Location means the location specified in an Order to which the Supplier shall deliver,
or procure the delivery of, Stock;
Force Majeure means an event or sequence of events beyond a party's reasonable control
preventing or delaying it from performing its obligations under this
Agreement save that an inability to pay is not a Force Majeure event;
IOD Stock Stock which is owned by the Supplier until called-off by the Customer and
invoiced on delivery by the Supplier;
IPR means copyright, rights in confidential information, trade secrets,
trademarks, service marks, trade names, design rights, domain names and
all similar rights of whatever nature 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;
Modern Slavery
Legislation means the Modern Slavery Act 2015;
Order means a confirmation by the Customer that they agree a Quotation for Stock
or a Call-Off Notice given by the Customer to the Supplier;
Price means the price of any of the Stock as set out on the Quotation or on any
document issued by the Supplier updating the price of any Stock;
Quotation means a quotation provided by the Supplier to the Customer being in law an
invitation to treat issued by the Supplier to the Customer;
Representatives has the meaning given in clause 20.2.1;
Stock means either IOD Stock or Call-Off Stock as itemised on a Quotation or
otherwise agreed with the Customer;
Term has the meaning given in clause 2.1;
VAT means value added tax, as defined by the Value Added Tax Act 1994; and
Warranty Period has the meaning given in clause 8.1.
CONSIGNMENT STOCK TERMS & CONDITIONS
1.2 In this Agreement:
1.2.1 a reference to a ‘party’ includes that party’s personal representatives, successors and
permitted assigns;
1.2.2 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;
1.2.3 words in the singular include the plural and vice versa; and
1.2.4 a reference to legislation is a reference to that legislation as in force as at the date of this
Agreement.
2 Commencement and Term
2.1 The Commencement Date and Term of this Agreement is set out on the Quotation.
2.2 During the Term, the Supplier agrees to supply, and the Customer agrees to purchase, Stock on
a consignment stock basis and on the terms set out in this Agreement.
2.3 A binding contract between the Supplier and the Customer is only formed when the Supplier
accepts an Order from the Customer or a Call-Off Notice from the Customer.
3 Stock
3.1 Stock will either be Call-Off Stock or IOD Stock as set out on a Quotation.
3.2 A Quotation can be in any form of writing by the Supplier to the Customer including by email.
4 Forecasts and Stock Level
4.1 The Customer shall notify the Supplier in writing of the Customer’s reasonable estimate of its
requirements for Stock at the start of this Agreement and the Supplier and Customer agree to
review the Customer’s Stock requirements from time to time.
4.2 If specified on the Quotation the Supplier agrees to maintain an agreed level of Stock.
5 Call-Off Procedure
5.1 The Customer may call-off Stock in any reasonable written form that the parties may agree from
time to time (Call-Off Notice).
5.2 Each Call-Off Notice shall include the following information:
5.2.1 details of the specific Stock which the Customer intends to Call-Off;
5.2.2 when the Customer wants the Stock delivered or available for collection;
5.2.3 whether the Customer requires the Stock concerned to be replaced (a requirement for a
replacement constituting an Order).
5.3 A Call-Off Notice issued by the Customer in the case of IOD Stock constitutes an irrevocable
Order from the Customer to the Supplier to buy the specified IOD Stock on the terms of this
Agreement.
5.4 The Supplier may refuse to accept a Call-Off Notice from the Customer (whether for
IOD Stock or Call-Off Stock) but shall do so within 5 Business Days otherwise the Supplier shall
be deemed to have accepted the Call-Off Notice.
5.5 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and
no binding obligation to supply any Stock shall arise, until the earlier of:
5.5.1 the Supplier’s written acceptance of the Order; or
5.5.2 the Supplier dispatching the Stock or notifying the Customer that they are being dispatched
or alternatively are available for collection (as the case may be).
5.6 Rejection by the Supplier of an Order, including any communication that may accompany such
rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
5.7 Any terms and conditions of the Customer included or referred to in the Order, or any proposed
variation to this Agreement set out in the Order, shall not be binding on the Supplier.
6 Delivery
6.1 Each Call-Off Notice shall specify whether the Stock are to be:
6.1.1 delivered by the Supplier, or by a carrier appointed by the Supplier, to the Delivery
Location specified on the Call-Off Notice; or
6.1.2 made available for collection by the Customer at the Supplier's, or carrier's, premises set
out in the Call-Off Notice (as the case may be). The Customer shall collect the Stock within
the period specified in the Call-Off Notice.
6.2 The Stock shall be deemed delivered:
6.2.1 if delivered by the Supplier under clause 6.1.1, on arrival at the Delivery Location; or
6.2.2 if delivered by a carrier under clause 6.1.1, on delivery of the Stock to the Customer; or
6.2.3 if collected by the Customer under clause 6.1.2, when the Supplier makes the Stock
available for collection at the Supplier's, or carrier's, premises (as the case may be).
6.3 The Customer shall not be entitled to reject any delivery of Stock on the basis that an incorrect
volume of Stock has been supplied provided the volumes are within the tolerances (if any) set out
in the Call-Off Notice.
6.4 The Stock may be delivered by instalments if specified in the Call-Off Notice. Any delay in delivery
or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.5 Time of delivery is not of the essence. The Supplier shall use its reasonable endeavours to meet
delivery dates but such dates are approximate only.
6.6 The Supplier shall not be liable for any delay in or failure of delivery caused by:
6.6.1 the Customer's failure to: (i) make the Delivery Location available, (ii) prepare the Delivery
Location as required for delivery and installation of the Stock or (iii) provide the Supplier
with adequate instructions for delivery and installation or otherwise relating to the Stock;
6.6.2 the Customer's failure to collect the Stock from the Supplier's premises; or
6.6.3 an event of Force Majeure.
7 Storage
7.1 The Supplier agrees to hold a reasonable supply of IOD Stock pending Call-Off by the Customer.
7.2 The Supplier agrees to ensure that the Storage Facilities:
7.2.1 are watertight, clean, safe and secure;
7.2.2 generally provide optimal conditions for the storage of the Stock and keep to a minimum
instances of Stock loss; and
7.2.3 are subject to regular cleaning, repair and maintenance
8 Warranty
8.1 The Supplier warrants that the Stock shall, for a period of one month from Delivery (the Warranty
Period):
8.1.1 conform in all material respects to the Quotation;
8.1.2 be free from material defects in design, material and workmanship; and
8.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
8.2 The Supplier shall, at its option, repair, replace, or refund the Price of, any Stock that do not
comply with clause 8.1, provided that the Customer:
8.2.1 provides the Supplier with sufficient information as to the nature and extent of the defects
and the uses to which the Stock had been put prior to the defect arising;
8.2.2 gives the Supplier a reasonable opportunity to examine the defective Stock; and
8.2.3 a the Supplier’s option returns the defective Stock to the Supplier at the Customer's
expense.
8.3 The provisions of this Agreement, including the warranties set out in clause 8.1, shall apply to any
Stock that are repaired or replaced with effect from Delivery of the repaired or replaced Stock.
8.4 Marketing and other promotional material relating to the Stock are illustrative only and do not form
part of this Agreement. The Customer agrees that, in submitting an Order, it has not relied on any
representations or statements by the Supplier other than those expressly set out in this Agreement
8.5 The Supplier shall not be liable for any failure of the Stock to comply with clause 8.1:
8.5.1 where such failure arises by reason of wear and tear, willful damage, negligence, or could
be expected to arise in the normal course of use of the Stock;
8.5.2 to the extent caused by the Customer's failure to comply with the Supplier's instructions in
relation to the Stock, including any instructions on installation, operation, storage or
maintenance;
8.5.3 to the extent caused by the Supplier following any specification or requirement of the
Customer in relation to the Stock;
8.5.4 where the Customer modifies any Stock without the Supplier's prior written consent or,
having received such consent, not in accordance with the Supplier’s instructions; or
8.5.5 where the Customer uses any of the Stock after notifying the Supplier that it does not
comply with clause 8.1.
8.6 Except as set out in this clause 8:
8.6.1 the Supplier gives no warranty and makes no representations in relation to the Stock; and
8.6.2 shall have no liability for their failure to comply with the warranty in clause 8.1, and all
warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Stock
Act 1979), whether express or implied by statute, common law or otherwise are excluded to
the extent permitted.
9 Risk
Risk in Stock shall pass to the Customer on Delivery.
10 Title to IOD Stock
10.1 An agreement to sell IOD Stock shall not arise until the Call-Off Notice specifying such IOD Stock
is accepted by the Supplier.
10.2 Title to the IOD Stock shall only pass to the Customer once the Supplier has received payment in
full and cleared funds for the IOD Stock.
10.3 Until title to the IOD Stock has passed to the Customer, the Customer shall:
10.3.1 hold the IOD Stock as bailee for the Supplier;
10.3.2 store the IOD Stock separately from all other material in the Customer's possession;
10.3.3 take all reasonable care of the IOD Stock and keep them in the condition in which they were
delivered;
10.3.4 insure the IOD Stock from the date of Delivery: (i) with a reputable insurer (ii) against all
risks (iii) for an amount at least equal to their Price (iv) noting the Supplier's interest on the
policy;
10.3.5 ensure that the IOD Stock are clearly identifiable as belonging to the Supplier;
10.3.6 not remove or alter any mark on or packaging of the IOD Stock;
10.3.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances
set out in clauses 14.1.1 to 14.1.3 or 14.3.1 to 14.3.11; and
10.3.8 on reasonable notice permit the Supplier to inspect the Stock during the Customer’s normal
business hours and provide the Supplier with such information concerning the Stock as the
Supplier may request from time to time.
10.4 Notwithstanding clause 10.3, the Customer may use or resell the Stock in the ordinary course of its
business until such time as it becomes aware or ought reasonably to have become aware that an
event specified in clauses14.1.1 to 14.1.3 or 14.3.1 to 14.3.11 has occurred or is likely to occur.
10.5 If the Customer resells the Stock in accordance with clause 10.4, title to the Stock shall pass to the
Customer immediately prior to the resale.
10.6 If, at any time before title to the Stock has passed to the Customer, the Customer informs the
Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject
to any of the events specified in clauses14.1.1 to 14.1.3 or 14.3.1 to 14.3.11, the Supplier may:
10.6.1 require the Customer at the Customer's expense to re-deliver the Stock to the Supplier; and
10.6.2 if the Customer fails to do so promptly, enter any premises where the Stock are stored and
repossess them.
11 Price
11.1 The Prices payable by the Customer in respect of Stock are annexed to the Quotation.
11.2 The Prices are exclusive of:
11.2.1 packaging, delivery, and insurance which shall be charged in addition at the Supplier’s
standard rates, and
11.2.2 VAT (or equivalent sales tax).
11.3 The Customer shall pay any applicable VAT (or equivalent sales tax) to the Supplier on receipt of a
valid VAT invoice.
11.4 The Supplier may increase the Prices at any time by giving the Customer not less than 15
Business Days’ notice in writing.
11.5 Price increases shall apply to Stock that are in Stock on the date the increase takes effect under
clause 11.4.
12 Payment
12.1 The Supplier may issue its invoice for the Stock at any time after a Call-Off Notice has been
issued in respect of them or one should have been issued had the Customer complied with its
duties under this Agreement.
12.2 The Customer shall pay all invoices:
12.2.1 in full without deduction or set-off, in cleared funds within 30 days of the date of each
invoice;
12.2.2 to the bank account nominated by the Supplier.
12.3 Time of payment is of the essence. Where sums due under this Agreement are not paid in full by
the due date:
12.3.1 the Supplier may, without limiting its other rights, charge interest on such sums at 8% a
year above the base rate of Barclays Bank plc from time to time in force, and
12.3.2 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.
13 Termination on Notice
13.1 This Agreement may be terminated by either party giving not less than 3 months’ notice in
writing to the other party, such notice not to expire prior to the first anniversary of the
Commencement Date.
14 Termination for Breach or Insolvency
14.1 Either party may terminate this Agreement at any time by giving notice in writing to the other
party if:
14.1.1 the other party commits a material breach of this Agreement and such breach is not
remediable;
14.1.2 the other party commits a material breach of this Agreement which is not remedied within
10 Business Days of receiving written notice of such breach;
14.1.3 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 this Agreement
or receive any benefit to which it is entitled.
14.2 Without prejudice to any other rights that it may have, the Supplier may terminate this
Agreement immediately on written notice to the Customer if the Customer has failed to pay any
amount due under this Agreement on the due date and such amount remains unpaid ten
Business Days after the Customer has received a written notification from the Supplier that the
payment is overdue.
14.3 Either party may terminate this Agreement at any time by giving notice in writing to the other
party if that other party:
14.3.1 stops carrying on all or a significant part of its business, or indicates in any way that it
intends to do so;
14.3.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act
1986 or if the non-defaulting party reasonably believes that to be the case;
14.3.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
14.3.4 has a receiver, manager, administrator or administrative receiver appointed over all or any
part of its undertaking, assets or income;
14.3.5 has a resolution passed for its winding up;
14.3.6 has a petition presented to any court for its winding up or an application is made for an
administration order, or any winding-up or administration order is made against it;
14.3.7 is subject to any procedure for the taking control of its Stock that is not withdrawn or
discharged within seven days of that procedure being commenced;
14.3.8 has a freezing order made against it;
14.3.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier
retaining title to those items;
14.3.10 Is subject to any events or circumstances analogous to those in clauses 14.3.1 to 14.3.9
in any jurisdiction;
14.3.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the
events or procedures described in clauses 14.3.1 to 14.3.10 including for the avoidance of
doubt, but not limited to, giving notice for the convening of any meeting of creditors,
issuing an application at court or filing any notice at court, receiving any demand for
repayment of lending facilities, or passing any board resolution authorising any steps to be
taken to enter into an insolvency process.
14.4 The right of a party to terminate the Agreement pursuant to clause 14.3 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 this Agreement.
14.5 The Supplier may terminate this Agreement at any time by giving not less than four weeks’ notice
in writing to the Customer if the Customer undergoes a change of Control or if it is
realistically anticipated that it shall undergo a change of Control within two months.
15 Consequences of Termination
15.1 On termination of this Agreement for any reason:
15.1.1 the Customer shall pay for all IOD Stock, within 5 Business Days from date of termination;
15.1.2 the Customer shall immediately pay all outstanding invoices of the Supplier;
15.1.3 the Supplier shall promptly invoice the Customer for all Stock delivered but not yet
invoiced and payment for such invoices shall be due immediately on receipt by the
Customer; and
15.1.4 the accrued rights and liabilities of the parties (including any rights in relation to breaches
of contract) shall not be affected.
16 Limitation of liability
16.1 The extent of the parties’ liability under or in connection with this 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 16.
16.2 Subject to clause 16.5, the total liability of the Supplier shall not exceed a sum equal to the
amount invoiced by the Supplier to the Customer for Stock in the 6 months immediately
preceding the event or circumstance giving rise to the liability.
16.3 Subject to clause 16.5, neither party shall be liable for consequential, indirect or special losses.
16.4 Subject to clause 16.5, neither party shall be liable for any of the following (whether direct or
indirect):
16.4.1 loss of profit;
16.4.2 loss or corruption of data;
16.4.3 loss of use;
16.4.4 loss of production;
16.4.5 loss of contract;
16.4.6 loss of opportunity;
16.4.7 loss of savings, discount or rebate (whether actual or anticipated);
16.4.8 harm to reputation or loss of goodwill.
16.5 Not with standing any other provision of this Agreement, the liability of the parties shall not be
limited in any way in respect of the following:
16.5.1 death or personal injury caused by negligence;
16.5.2 fraud or fraudulent misrepresentation;
16.5.3 any other losses which cannot be excluded or limited by applicable law;
17 Insurance
17.1. The Supplier shall insure the Stock until delivery when risk shall pass to the Customer.
17.2 At the Customer’s request, the Supplier shall supply copies of the certificates of insurance.
18 Data protection
18.1 Each party shall comply with its respective obligations, and may exercise its respective rights and
remedies under the Data Protection Laws.
19 Intellectual property
19.1 The Customer licences to the Supplier its Customer IPR for the purposes of manufacturing,
advertising and storage.
19.2 The Supplier claims no legal or beneficial interest in the Customer’s IPR.
20.2.1 subject to clause 21, 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 this
Agreement, provided that such party must ensure that each of its Representative to whom
Confidential Information is disclosed is aware of its confidential nature and agrees to
comply with this clause 20 as if it were a party;
20.2.2 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
20.2.3 subject to clause 21, use Confidential Information only to perform any obligations under
this Agreement.
20.3 Each party recognises that any breach or threatened breach of this clause 20 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.
20.4 This clause 20 shall bind the parties during the Term and for a period of five years following
21 Anti-bribery
21.1 For the purposes of this clause 21 the expressions 'adequate procedures' and 'associated with'
shall be construed in accordance with Bribery Laws and legislation or guidance published under
it.
21.2 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:
21.2.1 all of that party’s personnel;
21.2.2 all others associated with that party; and
21.2.3 all of that party’s subcontractors; involved in the performance of this Agreement so comply.
21.3 Without limitation to clause 21.2, 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
procedures to ensure that such bribes or payments are not made or received directly or indirectly
on its behalf.
21.4 Each party shall immediately notify the other as soon as it becomes aware of a breach or possible
breach of any of the requirements in this clause 21 (Anti-bribery).
20 Confidential information
20.1 Each party undertakes that it shall keep any information that is confidential in nature concerning
the other party, 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
20.2 A party may:
23.3 Either party may issue formal legal proceedings or commence arbitration at any time whether or
not the steps referred to in clauses 23.1 and 23.2 have been completed.
24 Entire agreement
24.1 The parties agree that this 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.
25 Notices
25.1 Notices under this Agreement shall be in writing and sent to a party's address as set out on the
first page of this Agreement (or to the email address set out below if any). Notices may be given,
and shall be deemed received:
25.1.1 by first-class post: two Business Days after posting;
25.1.2 by hand: on delivery;
25.1.3 by email: to contracts@united-uk.com in the case of the Supplier.
25.2 This clause does not apply to notices given in legal proceedings or arbitration.
25.3 A notice given under this Agreement is not validly served if sent by email.
26 Force majeure
Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays
or failures in performance of this Agreement which result from Force Majeure. The party subject to the
Force Majeure event shall promptly notify the other party in writing when such the 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 3 months, the party not affected may terminate this Agreement by written notice to the other
party.
27 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 this Agreement.
28 Variation
No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement
and is duly signed or executed by, or on behalf of, each party.
22 Modern slavery
22.1 The Parties agree to comply with the Modern Slavery Legislation.
23 Dispute resolution
23.1 If any dispute arises between the parties out of or in connection with this Agreement, the matter
shall be referred to senior representatives of each party who shall use their reasonable
endeavours to resolve it.
23.2 If the dispute is not resolved within 14 days of the referral being made under clause 23.1, the
parties may resolve the matter through mediation in accordance with the London Court of
International Arbitration Mediation Rules.
30 Set off
Except as expressly set out in this Agreement, each party must pay all sums that it owes to the other
party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save
as may be required by law.
31 No partnership or agency
Nothing in this Agreement constitutes, or shall be deemed to constitute, a partnership between the parties
nor make any party the agent of another party.
32 Severance
If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or
unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not
be affected.
33 Waiver
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or
under this 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 this Agreement shall prevent any future exercise of it or the
exercise of any other right, power or remedy.
34 Compliance with law
Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in
the performance of its duties under this Agreement, its employees, agents and representatives will
comply with all applicable laws and regulations, provided that neither party shall be liable for any breach
of this clause 23 to the extent that such breach is directly caused or contributed to by any breach of this
Agreement by the other party (or its employees, agents and representatives).
29 Assignment
29.1 Subject to clause 29.2, the Customer may not assign, subcontract or encumber any right or
obligation under this Agreement, in whole or in part, without the Supplier’s prior written consent
(such consent not to be unreasonably withheld or delayed).
29.2 Notwithstanding clause 29.1, the Customer may perform any of its obligations and exercise any of
its rights granted under this Agreement through any Affiliate, provided that it gives the Supplier
prior written notice including the identity of the relevant Affiliate. The Customer acknowledges and
agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations
under this Agreement shall be deemed to be an act or omission of the Customer itself.
35 Third party rights
35.1 Subject to clause 35.2, no one other than a party to this Agreement, their successors and
permitted assignees shall have any right to enforce any of its provisions.
35.2 The Affiliates of the Supplier shall have the right to enforce the provisions of this Agreement.
36 Governing law
This Agreement and any dispute or claim arising out of, or in connection with, it, its 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.
37 Jurisdiction
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, this Agreement, its subject matter or
formation (including non-contractual disputes or claims