SUPPLIER TERMS AND CONDITIONS : FOR THE PROVISION OF MATERIALS / PARTS / COMPONENTS

The following Supplier Terms & Conditions applies to suppliers of Semmco Limited and Semmco Life Protection Systems Limited:

  1. INTERPRETATION
  • In these Conditions:

“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with paragraph 2.4;

 “Contract” means the contract between the Customer and the Supplier for the sale and purchase of the Goods;

“Customer” Semmco Limited (registered in England and Wales with company number 02763956) and / or Semmco LPS Limited (registered in England and Wales with company number 09240524), as specified in the Purchase Order;

“Goods” means any goods, or any part of them, specified in the Purchase Order;

 “Purchase Order” means the Customer’s order for the Goods, as set out in the Customer’s purchase order form; and

“Supplier” means the person or firm who supplies the Goods to the Customer, whose details are set out in the Purchase Order.

In these Conditions, a reference to:

  • a person includes a reference to a natural person, a corporation, body corporate, association or partnership;
  • a party includes its successors and permitted assigns;
  • the singular includes the plural and vice versa unless the context otherwise requires;
  • a paragraph, unless the context otherwise requires, is a reference to a paragraph of these Conditions;
  • any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
  • writing or written includes email; and
  • a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

 

  • The headings in these Conditions do not affect its interpretation.
  1. BASIS OF CONTRACT

 

  • Subject to any variation under paragraph 4, these Conditions shall govern the Contract to the entire exclusion of all other terms or conditions that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

 

  • Each Purchase Order for Goods by the Customer from the Supplier shall be deemed to be an offer by the Customer to buy Goods subject to these Conditions and a Purchase Order shall be accepted, modified or rejected by the Supplier in accordance with paragraphs 3 to 4.6.

 

  • No terms or conditions endorsed upon, delivered with or contained in the Contract, Purchase Order or the Supplier’s quotation, acknowledgement or acceptance of the Purchase Order, specification or similar document shall form part of the Contract and the Supplier and the Customer waive any right which they otherwise might have to rely on such terms and conditions.

 

  • The Customer may, from time to time make non-material amendments to these Conditions without the consent of the Supplier. Any material variation to these Conditions shall have no effect unless expressly agreed in writing by the Supplier and the Customer.

 

  1. SUPPLY OF GOODS

 

  • The Customer shall purchase from the Supplier and the Supplier shall supply to the Customer the Goods. For the avoidance of doubt, the Customer shall have no obligation to purchase any Goods from the Supplier under the Contract until a Purchase Order is placed by the Customer and confirmed by the Supplier in accordance with paragraph 4.

 

  • The Supplier will ensure that the Goods shall:
    • correspond with their description and any applicable specification including any related plans and drawings;
    • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement; and
    • comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

 

  • For the avoidance of doubt, where the Customer provides electronic files to the Supplier for the purpose of manufacturing the Goods, it shall be the responsibility of the Supplier to ensure that such files are compatible with, and do not deviate from, the agreed specification, plans and drawings for the Goods.

 

  • The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

 

  • Periodic Contract management review meetings will be held between the Customer and the Supplier. The Supplier will nominate a responsible manager as a single point of contact for any performance issues.

 

  1. PURCHASE ORDERS

 

  • Each Purchase Order will include:
    • a description of the Goods, identified by model or part number;
    • the supplier part number for each of the Goods;
    • the version number of each of the Goods;
    • the quantity of each of the Goods;
    • the unit price of each of the Goods;
    • the location for delivery; and
    • and the delivery date, allowing reasonable time for the Supplier to receive, review, and process the Purchase Order and to ship the Goods.

 

  • Within five (5) Business Days of receiving a Purchase Order from the Customer, the Supplier shall accept, reject, or propose a modification to the Purchase Order by sending the Customer written notice of its acceptance, rejection, or proposed modification.

 

  • If the Supplier fails to notify the Customer of its acceptance, rejection, or proposed modification within five Business Days of receiving a Purchase Order, the Supplier is deemed to have accepted the Purchase Order.

 

  • The Supplier may propose a modification to a Purchase Order by including in its notice to the Customer a modified Purchase Order for the Customer to accept or reject. If the Customer does not accept the modification in writing within five Business Days of receipt the Customer shall be deemed to have rejected the modified Purchase Order and no Contract shall be formed.

 

  • The Customer reserves the right to cancel a Purchase Order, without charge, should the proposed delivery date from the Supplier be extended beyond the time frame that was provided by Customer.
  1. DELIVERY

 

  • The Supplier shall ensure that the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition.

 

  • The Goods shall be delivered, Ex Works or other Incoterm as defined in the Purchase Order, to the Customer’s appointed/authorised freight and forwarding agency or to such other place of delivery as is agreed by the Customer in writing prior to delivery of the Goods.

 

  • The date for delivery shall be specified in the Purchase Order, or if no such date is specified then delivery shall take place within twenty eight (28) days of the date of the Purchase Order.

 

  • The Supplier’s notice of acceptance of a Purchase Order (in accordance with paragraph3) shall set out the expected date of shipment. Any Goods for which the expected date shall exceed the later of the required date will be clearly noted.

 

  • The Supplier shall ensure that each delivery is accompanied by a delivery note which shows the Purchase Order number, the date of the Purchase Order, the number of packages and the contents and, in the case of part delivery, the outstanding balance remaining to be delivered.

 

  • Time for delivery shall be of the essence.

 

  • Unless otherwise stipulated by the Customer in the Purchase Order, deliveries shall only be accepted by the Customer in normal business hours: 7.30am – 4pm Monday to Friday.

 

  • If the Goods are not delivered on or before the expected delivery date then, without prejudice to any other rights which it may have, the Customer reserves the right to:

 

  • terminate the Contract;
  • cancel the Purchase Order in whole or in part;
  • reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;
  • require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
  • refuse to accept any subsequent delivery of the Goods for the cancelled Purchase Order which the Supplier attempts to make;
  • recover from the Supplier any expenditure reasonably incurred by the Customer in obtaining the Goods in substitution from another supplier;
  • charge the Supplier three per cent (3%) of the price for each complete week of any delay in delivery (and such charge may be set-off against any amount owed by the Customer to the Supplier); and /or
  • claim damages for any additional costs, consequential loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to deliver the Goods on the due date.

 

  • The Supplier shall use its best endeavours to reduce any delay in delivery of the Goods and to minimise the effect of any such delay.

 

  • If the Supplier requires the Customer to return any packaging material to the Supplier that fact must be clearly stated on any delivery note delivered to the Customer and any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

 

  • If the Goods are delivered to the Customer in excess of the quantities ordered, the Customer shall not be bound to pay for the excess and any excess shall be and shall remain at the Supplier’s risk and shall be returnable at the Supplier’s expense, provided however if the Supplier requests that such excess quantities to be returned and the Customer does not return such quantities, a subsequent Purchase Order will be created to cover the unreturned quantities and the Customer will be responsible for paying for such Goods.

 

  • The Customer shall not be deemed to have accepted the Goods until it has had thirty (30) days to inspect them following receipt at the Customer’s warehouse. The Customer shall also have the right to reject the Goods as though they had not been accepted for thirty (30) days after any latent defect in the Goods has become apparent, but in no case should such discovery exceed thirty (30) days following receipt.

 

  • If the results of an inspection or testing cause the Customer to be of the reasonable opinion that (i) the Goods do not conform or are unlikely to conform with the Purchase Order or to any specifications and/or patterns supplied or advised by the Customer to the Supplier; or (ii) the Supplier has not complied with paragraph2, the Customer shall within thirty (30) days of goods being received inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure conformity, replace and or take back the non-conforming Goods at the Supplier’s cost and expense. Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Supplier’s obligations under the Contract.

 

  • These Conditions, and specifically this paragraph 5, shall apply to any repaired or replacement Goods supplied by the Supplier.

 

  • The Customer’s rights and remedies under the Contract and these Conditions are in addition to its rights and remedies implied by statute and common law.

 

  1. RISK

 

The Goods shall remain at the risk of the Supplier until delivery to the Customer or the Customer’s designated/authorised representatives is complete (including off-loading and stacking) when ownership of the Goods shall pass to the Customer.

 

  1. TITLE

 

Title shall pass to the Customer upon delivery of the Goods to the Customer or its designated/authorised representatives (e.g. Freight Forwarder).

 

  1. PRICES

 

  • The price of the Goods as set out in the Purchase Order:

 

  • excludes amounts in respect of value added tax (“VAT”) which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
  • includes the costs of packaging, insurance and carriage of the Goods.

 

  • No extra charges shall be effective unless agreed in writing with the Customer.

 

  1. PAYMENT

 

  • The Supplier shall invoice the Customer for the price of the Goods plus VAT at the prevailing rate (if applicable) on delivery and shall include in the invoice such information as may reasonably be requested by the Customer, including, but not limited to, the date or reference number of the Purchase Order, the invoice number, the Supplier’s VAT registration number and details of quantities of the Goods so delivered.

 

  • The Customer shall, unless otherwise agreed, pay each invoice in full within sixty (60) calendar days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.

 

  • The Customer may set off any undisputed amount owing at any time from the Supplier to the Customer against any amount payable by the Customer to the Supplier under the Contract. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer of its rights under this paragraph shall not limit or affect any other rights or remedies available to it under the Contract, these Conditions or otherwise.

 

  • If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this paragraph will accrue at 3% a year. Where a payment is disputed in good faith, interest is only payable after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

 

  1. CUSTOMER MATERIALS

 

The Supplier acknowledges that all materials, equipment, tools, dies, moulds, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by the Customer to the Supplier or not so supplied but used by the Supplier specifically in the manufacture of the Goods (“Customer Materials”) and all rights in the Customer Materials are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer and not dispose or use the same other than in accordance with the Customer’s written instructions or authorisation.

 

  1. THIRD PARTY RIGHTS

 

  • If it is alleged at any time that the Goods infringe the rights of any third party or if in the Supplier’s reasonable opinion such an allegation is likely to be made, the Supplier may at its option and at its own expense:

 

  • modify or replace the Goods without detracting from the overall performance of the Goods, so as to avoid the infringement; or
  • procure for the Customer the right to continue to use the Goods at no cost to the Customer.

 

  • The Customer shall notify the Supplier immediately of any claim made or action brought or threatened alleging infringement of the rights of any third party. The Supplier shall have control over and shall conduct any such proceedings in such manner as it shall determine.  The Customer shall provide all such reasonable assistance as the Supplier may request.  The cost of any such proceedings shall be borne by the Supplier.

 

  1. INDEMNITY

 

  • The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:

 

  • defective workmanship, quality or materials;
  • any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the manufacture, supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
  • any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

 

  • This paragraph 12 shall survive termination of the Contract.

 

  1. WARRANTY AND REMEDY

 

  • The Supplier warrants that;

 

  • it has full legal and beneficial title to all the Goods sold to the Customer hereunder, free and clear of all liens, encumbrances, charges and adverse claims;
  • it has full power and lawful authority to sell the Goods to the Customer; and
  • the Goods shall be free from defects in design, material and workmanship and remain so for twelve (12) months after delivery (the “Warranty”).

 

  • If the Customer notifies the Supplier of a claim under the Warranty in paragraph 13.1.3, the Supplier’s sole obligation, and the Customer’s sole remedy, shall be for the Supplier to replace the Goods at the Supplier’s sole cost and expense and shall reimburse the Customer for any shipping costs the Customer incurs as a result of such Warranty claim.

 

  • The Supplier shall;

 

  • confer upon the Customer all assignable rights the Supplier has against the manufacturers, designers and/or suppliers of all Goods; and
  • use commercially reasonable efforts to obtain assignable warranties from such manufacturers, designers or suppliers.

 

  • The warranties in this paragraph 13 are given on the condition that the Supplier is not liable for a defect in the Goods caused by fair wear and tear, or use or an act, neglect or default of the Customer.

 

  1. INSURANCE

 

During the term of the Contract and for a period of twelve (12) months thereafter, the Supplier shall maintain in force, with a reputable insurance company, adequate professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

 

  1. ANTI-BRIBERY AND CORRUPTION / NO COMMISSIONS

 

  • The Supplier represents and warrants that it is in compliance with all applicable laws, including, anti-corruption and anti-bribery laws and the Bribery Act 2010 (“Relevant Requirements”), and will remain in compliance with all such laws during the term of these Conditions.

 

  • The Supplier shall not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct has been carried out in the United Kingdom.

 

  • The Supplier shall have and shall maintain in place throughout the term of the Contract, its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and paragraph 2, and will enforce them where appropriate.

 

  • The Supplier shall ensure that any person associated with the Supplier who is performing services in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this paragraph 15 (“Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Customer for any breach by such persons of any of the Relevant Terms.

 

  • The Supplier further represents and warrants to the Customer that it has not paid or given or agreed to pay or give, whether directly or indirectly, any fee, commission, payment, salary, gift or other form of consideration (“Commission”) to any employee of any member of the Customer (“Employee”) or any agent, third party contractor engaged in the performance of these Conditions or independent representative acting on behalf of Supplier (“Relevant Party”), in connection with the entering into of the Contract by the Customer or the performance of the Contract or with any preliminary stage leading to either or both.

 

  • The Supplier hereby agrees not at any time hereafter, directly or indirectly, to pay or give, or indirectly provide, any Commission of an illegal or improper nature to any Employee or any Relevant Party, in connection with the entering into of the Contract and these Conditions by the Customer or the performance of the Contract or with any preliminary stage leading to either or both.

 

  • The Supplier agrees that should it learn or have reason to know of any payment, gift or other transfer of value, directly or indirectly, to any government official or private person that would violate any anti-corruption or anti-bribery law, it shall immediately disclose such activity to the Customer.

 

  • In addition to the other remedies specified in the Contract and these Conditions, it is hereby agreed that any breach by the Supplier of this paragraph 15 shall entitle the Customer to:

 

  • terminate the Contract by written notice with immediate effect and to recover from the Supplier any costs, claims, losses or damages incurred or suffered by the Customer in connection with such termination;
  • recover from the Supplier on first written demand by Customer and without proof of loss by the Customer an amount equivalent to the amount of the Commission concerned; and
  • take all such other steps as may be appropriate.

 

  • Notwithstanding anything to the contrary in the Contract or these Conditions, the Supplier shall indemnify and hold harmless the Customer from all losses, liabilities, damages, penalties, costs and expenses (including legal and other professional fees and expenses associated therewith) incurred or paid by the Customer as a result of or in connection with the Supplier’s breach of this paragraph

 

  • For the purposes of this paragraph 15:

 

  • the “Customer” means Semmco Limited, Semmco LPS Limited and any corporation or entity that Semmco Limited or Semmco LPS Limited, has management rights over, or holds twenty five percent (25%) or more of the paid up capital;
  • the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively; and
  • a person associated with the Supplier includes any subcontractor of the Supplier.

 

  1. ANTI-SLAVERY AND HUMAN TRAFFICKING

 

  • In performing its obligations under the Contract or these Conditions, the Supplier shall:

 

  • comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including the Modern Slavery Act 2015;
  • not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the United Kingdom;
  • include in contracts with its direct subcontractors and suppliers provisions which are at least as onerous as those set out in this paragraph 16;
  • notify the Customer as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Contract; and
  • maintain a complete set of records to trace the supply chain of all Goods provided to the Customer in connection with the Contract or these Conditions; and
  • permit the Customer and its third party representatives to inspect the Supplier’s premises, records, and to meet the Supplier’s personnel to audit the Supplier’s compliance with its obligations under this paragraph 16.

 

  • The Supplier represents and warrants that it has not been convicted of any offence involving slavery and human trafficking; nor has it been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.

 

  • The Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier commits a breach of this paragraph 16.

 

  1. TERMINATION

 

  • The Customer may terminate the Contract with immediate effect by written notice to the Supplier on or at any time after the occurrence of an event specified in paragraph 2, whereupon the Supplier shall discontinue all work on the Contract. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

 

  • The events are:

 

  • the Supplier being in material breach of an obligation under the Contract or these Conditions and, if the breach is capable of remedy, failing to remedy the breach within thirty (30) days starting on the day after receipt of written notice from the Customer giving details of the breach and requiring the Supplier to remedy the breach;

 

  • the Supplier passing a resolution or taking any steps or actions for dissolution provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring);

 

  • the making of an administration order in relation to the Supplier or the appointment of a receiver over, or an encumbrance taking possession of or selling, an asset of the Supplier;

 

  • the Supplier suspending, or threatening to suspend, or ceasing or threatening to cease to carry on all or a substantial part of its business; or

 

  • a change of organisation, methods of control or management of the Supplier which in the reasonable opinion of the Customer, will have an adverse effect on the Supplier’s ability to comply with its obligations under the Contract or these Conditions.

  1. CONSEQUENCES OF TERMINATION

 

  • On termination or completion of the Contract, the Supplier shall immediately return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

 

  • Termination of the Contract does not affect a party’s accrued rights and obligations at the date of termination, including the right to claim damages in respect of any breach of the Contract or these Conditions which existed at or before the date of termination.

 

  • Any provision of the Contract or these Conditions that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

 

 

  1. FORCE MAJEURE

 

  • If a party (the “Affected Party”) is prevented, hindered or delayed from or in performing any of its obligations under the Contract by a Force Majeure Event (as defined in paragraph 19.3):

 

  • the Affected Party’s obligations under the Contract are suspended while the Force Majeure Event continues and to the extent that it is prevented, hindered or delayed;
  • as soon as reasonably possible after the start of the Force Majeure Event the Affected Party shall notify the other party in writing of the Force Majeure Event, the date on which the Force Majeure Event started and the effects of the Force Majeure Event on its ability to perform its obligations under the Contract;
  • if the Affected Party does not comply with paragraph 1.2 it forfeits its rights under paragraph 19.1.1;
  • the Affected Party shall make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its obligations under the Contract; and
  • as soon as reasonably possible after the end of the Force Majeure Event the Affected Party shall notify the other party in writing that the Force Majeure Event has ended and resume performance of its obligations under the Contract.

 

  • If the Force Majeure Event continues for more than six (6) months starting on the day the Force Majeure Event starts, a party may terminate the Contract by giving not less than thirty (30) calendar days’ written notice to the other party.

 

  • Force Majeure Event” means an event beyond the reasonable control of the Affected Party including, without limitation, strike (but excluding those of the Affected Party’s own workforce), lock‑out (but excluding those of the Affected Party’s own workforce), labour dispute (but excluding those of the Affected Party’s own workforce), pandemic, act of God, war, riot, civil commotion, malicious damage, compliance with a law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood and storm.

 

 

  1. CONFIDENTIALITY

 

  • Confidential Information” means all confidential information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) whether before or after the date of the Contract including, without limitation, information relating to the Disclosing Party’s products, operations, processes, plans or intentions, product information, know‑how, design rights, trade secrets, market opportunities and business affairs.

 

  • During the term of the Contract and after termination or expiration of the Contract for any reason, for a period of four (4) years, the Receiving Party:

 

  • may not use Confidential Information for a purpose other than the performance of its obligations under the Contract;

 

  • may not disclose Confidential Information to a person except with the prior written consent of the Disclosing Party; and

 

  • shall make every effort to prevent the use or disclosure of Confidential Information.

 

  • During the term of the Contract, the Receiving Party may disclose Confidential Information to any of its directors, other officers, and employees (a “Recipient) to the extent that disclosure is reasonably necessary for the purposes of the Contract.

 

  • The Receiving Party shall ensure that a Recipient is made aware of and complies with the Receiving Party’s obligations of confidentiality under the Contract and these Conditions as if the Recipient was a party to the Contract.

 

  • Paragraphs 1 to 20.4 do not apply to Confidential Information which:

 

  • is at the date of the Contract, or at any time after that date becomes, publicly known other than by the Receiving Party’s or Recipient’s breach of the Contract or these Conditions; or

 

  • can be shown by the Receiving Party to the Disclosing Party’s reasonable satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party.

 

  1. ENTIRE AGREEMENT

 

The Contract and these Conditions together are the parties’ entire agreement relating to the subject matter of the Contract. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter and prevails over any conflicting or additional terms of any quote, order, acknowledgement or similar communications between the parties during the term of the Contract.

 

  1. GENERAL

 

  • Each party shall pay its own costs relating to the negotiation, preparation, execution and implementation by it of the Contract.

 

  • No modification to the Contract or these Conditions will be binding, unless in writing and signed by a duly authorised representative of each party.

 

  • A failure to exercise or delay in exercising a right or remedy provided by the Contract, these Conditions or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by the Contract, these Conditions or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

 

  • The rights and remedies contained in the Contract and these Conditions are cumulative and not exclusive of rights or remedies provided by law.

 

  1. ASSIGNMENT

 

  • Neither party may assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other matter with any or all of it rights or obligations under the Contract or these Conditions without having first obtained the other party’s written consent.

 

  • Neither party may subcontract the performance of any of its obligations under the Contract without the prior written consent of the other party. If the Customer consents to subcontracting by the Supplier, the Supplier shall remain responsible for all the acts of omission of its subcontractors as if they were its own.

 

  1. NOTICES

 

  • A notice under or in connection with this Contract (a “Notice”) shall be in writing and may be delivered personally or sent by courier or pdf copy on email to the party due to receive the Notice to the address or email address set out in the Purchase Order or to another address, person, or email address specified by that party by not less than seven (7) days’ written notice to the other party received before the Notice was despatched.

 

  • Unless there is evidence that it was received earlier, a Notice is deemed given:

 

  • if delivered personally, when left at the address referred to in clause 2;
  • if sent by courier, two (2) days after posting it; and
  • if sent by email, the date and time stamp of sending.

 

  1. GOVERNING LAW AND JURISDICTION

 

  • The Contract, these Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, will be governed by and interpreted in accordance with the law of England.

 

  • Subject to paragraph 1, each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or these Conditions or their subject matter or formation.

 

  1. ARBITRATION

 

If the parties have been unable to resolve any disagreement or dispute arising out of or in connection with the Contract or these Conditions amicably, including any question regarding its existence or validity, the Customer may by notice in writing to the other party require that the disagreement or dispute be referred to and finally resolved by arbitration under the UNCITRAL Arbitration Rules which are deemed to be incorporated by reference into this paragraph.  It is agreed that:

 

  • the tribunal shall consist of one arbitrator to be agreed by the parties or, failing such agreement within seven (7) days, shall be appointed by London Court of International Arbitration; and

 

  • the place of arbitration shall be England and the language of the arbitration shall be English.

 

If you have any questions regarding these supplier terms and conditions please contact procurement@semmco.com or click the button below and call us on the telephone numbers listed on the contact page.

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