Terms and Conditions of Purchase

1. Definitions and interpretation

1.1 In these Conditions the following definitions apply:

Acceptance Conditionshas the meaning given in clause 7.2;
Affiliatemeans any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
Bribery Lawsmeans the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption;
Business Daymeans a day other than a Saturday, Sunday or bank or public holiday;
Conditionsmeans Mawdsleys’ terms and conditions of purchase set out in this document;
Confidential Informationmeans any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by Mawdsleys in performing its obligations under, or otherwise pursuant to the Contract;
Contractmeans the agreement between the Supplier and Mawdsleys for the sale and purchase of the Deliverables incorporating these Conditions and the Order;
Controlhas the meaning given to it in section 1124 of the Corporation Tax Act 2010;
Data Protection Laws

means any applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Services, including:

(a)           the GDPR;

(b)           the Data Protection Act 2018;

(c)           any laws which implement any such laws;

(d)           any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and

(e)           all guidance, guidelines, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Laws (in each case whether or not legally binding);

Data Protection Supervisory Authoritymeans any regulator, authority or body responsible for administering Data Protection Laws;
Deliverablesmeans the Goods or Services or both as the case may be;
Force Majeuremeans an event or sequence of events beyond any party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) 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 except strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce;
GDPRmeans the General Data Protection Regulation, Regulation (EU) 2016/679;
Goodsmeans the goods and related accessories, spare parts and documentation and other physical material set out in the Order and to be supplied by the Supplier to Mawdsleys;
Intellectual Property Rights

means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:

(a)           whether registered or not

(b)           including any applications to protect or register such rights

(c)           including all renewals and extensions of such rights or applications

(d)           whether vested, contingent or future

(e)           to which the relevant party is or may be entitled, and

(f)            in whichever part of the world existing;

Locationmeans the address for delivery of the Goods and performance of the Services as set out in the Order;
Mawdsleysmeans Mawdsleys BER Limited, CRN: 05019792 whose registered office is Unit C 2 Kingsland Trading Estate St Philips, Bristol, United Kingdom, BS2 0JZ;
Ordermeans Mawdsleys’ order for the Deliverables as set out in Mawdsleys’ order form;
Personal Datashall have the meaning given in the applicable Data Protection Laws from time to time;
Pricehas the meaning given in clause 3.1;
Servicesmeans the services set out in the Order and to be supplied by the Supplier to Mawdsleys;
Specificationmeans the description or specification of the Deliverables set out or referred to in the Order; and
Suppliermeans the person who sells the Deliverables to Mawdsleys and whose details are set out in the Order;
Supplier IPR Claimhas the meaning given in clause 13.2;
VATmeans value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables.

1.2 In these Conditions, unless the context otherwise requires:

1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules,  appendices and annexes (if any);

1.2.2 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;

1.2.3 a reference to a ‘party’ means either the Supplier or Mawdsleys and includes that party’s personal representatives, successors and permitted assigns;

1.2.4 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;

1.2.5 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.6 a reference to a gender includes each other gender;

1.2.7 words in the singular include the plural and vice versa;

1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;

1.2.10 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;

1.2.11 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. Application of these conditions

2.1 These Conditions apply to and form part of the Contract between the Supplier and Mawdsleys. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Supplier’s quotation, sales conditions, confirmation of order, specification or other document shall form part of the Contract except to the extent that Mawdsleys otherwise agrees in writing.

2.3 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of Mawdsleys.

2.4 Each Order by Mawdsleys to the Supplier shall be an offer to purchase Deliverables subject to these Conditions.

2.5 An Order may be withdrawn or amended by Mawdsleys at any time before acceptance by the Supplier. If the Supplier is unable to accept an Order, it shall notify Mawdsleys promptly.

2.6 Acceptance of an Order by the Supplier shall take place when it is expressly accepted or by any other conduct of the Supplier which Mawdsleys reasonably considers is consistent with acceptance of the Order.

3. Price

3.1 The price for the Deliverables shall be as set out in the Order or, in default of such provision, shall be calculated in accordance with the Supplier’s scale of charges as advised by the Supplier and received and acknowledged by Mawdsleys before the date the Order is made (Price). No increase in the Price may be made after the Order is placed.

3.2 The Price shall be inclusive of all charges for packaging, shipping, carriage, insurance, delivery, duties, imposts or levies including VAT.

4. Payment

4.1 The Supplier shall invoice Mawdsleys for: (a) the Goods no sooner than completion of delivery of the Goods or, if later, Mawdsleys’ acceptance of the Goods, (b) Services no sooner than completion of performance of the Services or, if later, Mawdsleys’ acceptance of the Services.

4.2 Mawdsleys shall pay each validly submitted invoice of the Supplier within 30 days following the end of the calendar month of receipt.

4.3 Time of payment is not of the essence. Where sums due under the Contract are not paid in full by the due date, to compensate the Supplier for all loss from Mawdsleys’ breach, Mawdsleys shall pay on the sum overdue interest (before and after judgment) on a daily basis until payment in full at the rate of two per cent per annum above the Official Bank Rate from time to time of the Bank of England. The Supplier acknowledges that this is a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.

4.4 VAT shall be charged by the Supplier and paid by Mawdsleys at the then applicable rate.

5. Cancellation

5.1 Mawdsleys shall have the right to cancel the Order for the Deliverables or for any part of the Deliverables which have not yet been, in the case of Goods, delivered to and in the case of Services, performed for, Mawdsleys.

5.2 In relation to any Order cancelled or part-cancelled under clause 5.1, Mawdsleys shall pay for:

5.2.1 in respect of any Goods, that part of the price which relates to the Goods which at the time of cancellation have been delivered to Mawdsleys; and

5.2.2 in respect of any Goods, the costs of materials which the Supplier has purchased to fulfil the Order for the Goods which cannot be used for other orders or be returned to the Supplier’s supplier of those materials for a refund; and

 5.2.3 in respect of any Services, the part of the Services which have been supplied and delivered to Mawdsleys at the point of cancellation.

6. Delivery and performance

6.1 The Goods shall be delivered by the Supplier to the Location on the date(s) specified in the Order. The Goods shall be deemed delivered by the Supplier only on completion of unloadingof the Goods at the Location.

6.2 The Services shall be performed by the Supplier at the Location on the date(s) specified in the Order. The Services shall be deemed delivered by the Supplier only on completion of the performance of the Services at the Location.

6.3 The Deliverables shall not be delivered by or performed in instalments unless otherwise agreed in writing by Mawdsleys.

6.4 Each delivery or performance of the Deliverables shall be accompanied by a delivery note stating:

 6.4.1 the date of the Order;

6.4.2 the relevant Mawdsleys and Supplier details;

6.4.3 if Goods, the product numbers and type and quantity of Goods in the consignment;

 6.4.4 if Services, the category, type and quantity of Services performed;

6.4.5 any special instructions, handling and other requests; and

6.4.6 in the case of Goods, whether any packaging material is to be returned, in which case Mawdsleys shall, after the Goods are unpacked, make them available for collection by the Supplier at the Supplier’s expense.

6.5 Time of delivery or performance (as the case may be) is of the essence. If the Supplier fails to deliver any of the Goods or perform any of the Services by the date specified in the Order, Mawdsleys shall (without prejudice to its other rights and remedies) be entitled at Mawdsleys’ sole discretion:

6.5.1 to terminate the Contract;

 6.5.2 to purchase the same or similar Deliverables from a supplier other than the Supplier;

6.5.3 to recover from the Supplier all costs and losses resulting to Mawdsleys, including the amount by which the price payable by Mawdsleys to acquire those Deliverables from another supplier exceeds the price payable under the Contract and any loss of profit; and

6.5.4 all or any of the foregoing.

6.6 If Mawdsleys fails to accept delivery of the Goods on the date or within the period set out in the Order, the Supplier shall store and insure the Goods pending delivery, and Mawdsleys shall pay reasonable storage charges.

6.7 The provisions of clause 6.4 shall not apply to the extent Mawdsleys fails to make the Location available to the Supplier for performance of the Services.

7. Acceptance, rejection and inspection

7.1 Mawdsleys shall not have accepted, or be deemed to have accepted, the Deliverables until the Acceptance Conditions are fulfilled.

7.2 The Acceptance Conditions are that:

 7.2.1 for Goods, the Goods have been delivered to or at the Location;

 7.2.2 for Services, the Services have been performed at the Location.

7.3 Mawdsleys shall be entitled to reject any Deliverables which are not in full compliance with the terms and conditions of the Contract. Any acceptance of defective, late or incomplete Deliverables or any payment made in respect thereof, shall not constitute a waiver of any of Mawdsleys’ rights and remedies, including its right to reject. If the Goods are rejected due to the volume of the Goods exceeding the tolerances (if any) specified in the Order, the Supplier shall promptly and at its own cost arrange for redelivery of the correct volume.

7.4 Any rejected Goods may be returned to the Supplier by Mawdsleys at the Supplier’s cost and risk. The Supplier shall pay to Mawdsleys a reasonable charge for storing and returning any of the Goods over-delivered or rejected.

7.5 Mawdsleys may inspect and test the Deliverables during performance or during manufacture or processing prior to despatch, and the Supplier shall provide Mawdsleys with all facilities reasonably required.

7.6 Any inspection or testing of the Deliverables shall not be deemed to be acceptance of the Deliverables or a waiver of any of Mawdsleys’ rights and remedies, including its right to reject.

7.7 The rights of Mawdsleys in this clause 7 are without prejudice to Mawdsleys’ rights under clause 9.

8. Title and risk

8.1 Risk in the Goods shall pass to Mawdsleys on delivery and when Mawdsleys has accepted the Goods as conforming in every respect with the Contract.

8.2 Title to the Goods shall pass to Mawdsleys on the sooner of: (a) payment by Mawdsleys for the Goods; or (b) delivery of the Goods to Mawdsleys.

8.3 The passing of title shall not prejudice any other of Mawdsleys’ rights and remedies, including its right to reject.

8.4 Neither the Supplier, or any other person, shall have a lien on, right of stoppage in transit or other rights in or to any Goods title to which have vested in Mawdsleys or any specifications or materials of Mawdsleys, and the Supplier shall ensure that relevant third parties accept the exclusion of such lien and rights.

8.5 The Supplier warrants and represents that it:

 8.5.1 has at the time the Contract is made full, clear and unencumbered title to the Goods, and the full, clear and unencumbered right to sell and deliver them to Mawdsleys; and

 8.5.2 shall hold such title and right to enable it to ensure that Mawdsleys shall acquire a valid, unqualified title to the Goods and shall enjoy quiet possession of them.

9. Warranty

9.1 The Supplier warrants and represents that, for a period of [24] months from delivery (the Warranty Period), the Deliverables shall:

 9.1.1 conform in all material respects to any sample, their description and to the Specification;

 9.1.2 be free from material defects in design, material and workmanship;

9.1.3 comply with all applicable laws, standards and best industry practice;

 9.1.4 if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and

9.1.5 if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13;

 9.1.6 be fit for purpose and any purpose held out by the Supplier; and

9.1.7 any media on which the results of the Services are supplied shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

9.2 The Supplier agrees that the approval by Mawdsleys of any design or Specification provided by the Supplier shall not relieve the Supplier of any of its obligations under this clause 9.

9.3 The Supplier warrants that it understands Mawdsleys’ business and needs.

9.4 Mawdsleys may reject any Deliverables that do not comply with clause 9.1 and the Supplier shall, at Mawdsleys’ option, promptly remedy, repair, replace, correct, re-perform or refund the price of any such Deliverables provided that Mawdsleys serves a written notice on the Supplier within the Warranty Period that some or all of the Deliverables do not comply with clause 9.1.

9.5 The provisions of these Conditions shall apply to any Deliverables that are remedied, repaired, replaced, corrected or re-performed with effect from the date of the delivery or performance of the remedied, repaired, replaced, corrected or re-performed Deliverables.

9.6 Mawdsleys’ rights under these Conditions are in addition to, and do not exclude or modify, the rights and conditions contained in the Supply of Goods and Services Act 1982, s 12 to 16 and the Sale of Goods Act 1979, s 13 to 15.

9.7 Mawdsleys shall be entitled to exercise its rights under clause 9 regardless of whether the Deliverables have been accepted under the Acceptance Conditions and notwithstanding that the Deliverables were not rejected following their initial inspection under clause 7.3.

10. Anti-bribery

10.1 For the purposes of this clause 10 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

10.2 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:

 10.2.1 all of that party’s personnel;

 10.2.2 all others associated with that party; and

 10.2.3 all of that party’s subcontractors;

involved in performing the Contract so comply.

10.3 Without limitation to clause 10.2, 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.

10.4 Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 10.

11. Indemnity and insurance

11.1 The Supplier shall indemnify, and keep indemnified, Mawdsleys from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Mawdsleys as a result of or in connection with the Supplier’s breach of any of the Supplier’s obligations under the Contract.

11.2 The Supplier shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom insuring the Deliverables and any of Mawdsleys’ materials in the Supplier’s possession against the usual risks, including accident, fire and theft, for their full replacement value until the risk in them passes to Mawdsleys, and insuring against all other risks that a prudent supplier should consider reasonable. On request, the Supplier shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Supplier shall on request assign to Mawdsleys the benefit of such insurance.

12. Limitation of liability

12.1 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 12.

12.2 Subject to clause 12.4, Mawdsleys shall not be liable for consequential, indirect or special losses.

12.3 Subject to clause 12.4, Mawdsleys shall not be liable for any of the following (whether direct or indirect):

 12.3.1 loss of profit; loss of or corruption to data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill.

12.4 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

12.4.1 death or personal injury caused by negligence;

12.4.2 fraud or fraudulent misrepresentation;

 12.4.3 any other losses which cannot be excluded or limited by applicable law.

13. Intellectual property rights

13.1  All specifications provided by Mawdsleys and all Intellectual Property Rights in the Deliverables made or performed in accordance with such specifications shall vest in and remain at all times the property of Mawdsleys and such specifications may only be used by the Supplier as necessary to perform the Contract. The Supplier assigns (or shall procure the assignment) to Mawdsleys absolutely, with full title guarantee, all right, title and interest in any such Intellectual Property Rights, and the Supplier shall do all such things and sign all documents necessary in Mawdsleys’ opinion to so vest all such Intellectual Property Rights in Mawdsleys, and to enable Mawdsleys to defend and enforce such Intellectual Property Rights.

13.2 The Supplier shall indemnify Mawdsleys from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Mawdsleys as a result of or in connection with any action, demand or claim that use or possession of any of the Intellectual Property Rights, infringes the Intellectual Property Rights of any third party (a Supplier IPR Claim).

14. Confidentiality and announcements

14.1 The Supplier shall keep confidential all Confidential Information of Mawdsleys and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

 14.1.1 subject to clause 14.4, any information which was in the public domain at the date of the Contract;

 14.4.2 subject to clause 14.4, any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

 14.1.3 subject to clause 14.4, any information which is independently developed by the Supplier without using information supplied by Mawdsleys; or

 14.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

14.2 This clause shall remain in force for a period of five years from the date of the Contract and, if longer, three years after termination of the Contract.

14.3 Subject to clause 14.4, the Supplier shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

14.4 To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with the provisions of clause 15.

15. Processing of personal data

15.1 Both parties shall at all times comply with all Data Protection Laws in connection with the processing of Personal Data and shall not by any act or omission cause Mawdsleys (or any other person) to be in breach of any of the Data Protection Laws. Nothing in this Contract relieves the Supplier of any responsibilities or liabilities under Data Protection Laws.

15.2 The Supplier shall only process (and shall ensure Supplier personnel only process) Personal Data in accordance with clause 15, this Contract and Mawdsleys’ written instructions from time to time except where otherwise required by applicable law (and in such a case shall inform Mawdsleys of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). The Supplier shall immediately inform Mawdsleys if any instruction relating to the Personal Data infringes or may infringe any Data Protection Law.

15.3 The Supplier shall at all times implement and maintain appropriate technical and organisational measures to protect Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

16. Force majeure

16.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

 16.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and

 16.1.2 uses best endeavours to minimise the effects of that event.

16.2 If, due to Force Majeure, a party:

 16.2.1 is or shall be unable to perform a material obligation; or

 16.2.2 is delayed in or prevented from performing its obligations on the delivery dates specified in the Order(s);

the other party may, terminate the Contract on immediate notice.

17. Termination

17.1 Mawdsleys may terminate the Contract at any time by giving notice in writing to the Supplier if:

 17.1.1 the Supplier commits a material breach of the Contract and such breach is not remediable;

 17.1.2 the Supplier commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;

17.1.3 any consent, licence or authorisation held by the Supplier is revoked or modified such that the Supplier is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

17.2 Mawdsleys may terminate the Contract at any time by giving notice in writing to the Supplier if the Supplier:

 17.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

 17.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Mawdsleys reasonably believes that to be the case;

 17.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

 17.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

 17.2.5 has a resolution passed for its winding up;

 17.2.6 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;

 17.2.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

 17.2.8 has a freezing order made against it;

 17.2.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;

 17.2.10 is subject to any events or circumstances analogous to those in clauses 17.2.1 to 17.2.9 in any jurisdiction.

17.3 If the Supplier becomes aware that any event has occurred, or circumstances exist, which may entitle Mawdsleys to terminate the Contract under this clause 17, it shall immediately notify Mawdsleys in writing.

17.4 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Mawdsleys at any time up to the date of termination.

18. Notices

18.1 All communications between the parties about these Conditions shall be in writing and delivered by hand or sent by pre-paid first-class post or sent by fax or sent by electronic mail:

 (a) (in case of communications to the Supplier) to its registered office or such changed address as shall be notified to Mawdsleys by the Seller; or

 (b) (in the case of the communications to Mawdsleys) to the registered office of Mawdsleys or such other address as shall be notified to the Seller by Mawdsleys.

18.2 Communications shall be deemed to have been received:

(a) if sent by pre-paid first-class post, two Business Days after posting (exclusive of the day of posting); or

 (b) if delivered by hand, on the day of delivery; or

 (c) if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.

18.3 Communications addressed to Mawdsleys shall be marked for the attention of the authorized person listed on the Mawdsleys purchase order.

18.4 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice

19. Cumulative remedies

The rights and remedies provided in the Contract for Mawdsleys only are cumulative and not exclusive of any rights and remedies provided by law.

20. Time

Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Supplier’s obligations only.

21. Further assurance

The Supplier shall at the request of Mawdsleys, and at the Supplier’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

22. Entire agreement

22.1 The parties agree that the Contract 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.

22.2 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

22.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

23. 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, Mawdsleys.

24. Assignment

24.1 The Supplier may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Mawdsleys’ prior written consent, such consent not to be unreasonably withheld or delayed.

24.2 Notwithstanding clause 24.1, the Supplier may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives Mawdsleys prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Supplier acknowledges and agrees that any act or omission of its Affiliate in relation to the Supplier’s rights or obligations under the Contract shall be deemed to be an act or omission of the Supplier itself.

25. Set off

25.1 Mawdsleys shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Supplier under the Contract.

25.2 The Supplier shall pay all sums that it owes to Mawdsleys under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

26. 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.

27. Equitable relief

The Supplier recognises that any breach or threatened breach of the Contract may cause Mawdsleys irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Mawdsleys, the Supplier acknowledges and agrees that Mawdsleys is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

28. Severance

28.1 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.

28.2 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.

29. Waiver

29.1 No failure, delay or omission by Mawdsleys 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.

29.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by Mawdsleys shall prevent any future exercise of it or the exercise of any other right, power or remedy by Mawdsleys.

30. Compliance with law

The Supplier 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 from time to time to perform its obligations under or in connection with the Contract.

31. Conflicts within contract

31.1 If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail.

31.2 Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

32. Costs and expenses

The Supplier shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

33. Rights of data subjects

Nothing in the Contract affects the rights of Data Subjects under Data Protection Laws (including those in Articles 79 and 82 of the GDPR or in any similar Data Protection Laws) against Mawdsleys, the Supplier or any Sub-Processor.

34. Third party rights

34.1 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.

35. Governing law

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.

36. 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, the Contract, its subject matter or formation (including non-contractual disputes or claims).