Purchase Order Terms & Conditions
1. Definitions
1.1. In these Conditions, the following terms shall have the following meanings:
1.1.1. “Affiliate” means in relation to a company, each and any subsidiary or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company.
1.1.2. “Background IPR” means any Intellectual Property Rights vested in or licensed to (a) the Company prior to or independently of the performance by the Company of its obligations under the Contract; and (b) the Supplier prior to or independently of the performance by the Supplier of its obligations under the Contract.
1.1.3. “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
1.1.4. “Charges” means the charges payable by the Company for the supply of the Services in accordance with clause 8.
1.1.5. “Conditions” means these terms and conditions as amended from time to time in accordance with clause 2.7.
1.1.6. “Contract” means the contract between the Company and the Supplier for the supply of Services constituted by the Supplier’s countersignature or written acceptance of the Purchase Order (or, if earlier, provision of the Services) and includes these Conditions, the Purchase Order and any schedules, annexures, enclosures and attachments.
1.1.7. “Control” means defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
1.1.8. “Confidential Information” means any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, services, affairs and finances of a Party, for the time being confidential to that Party and trade secrets, including (by way of illustration only and without limitation) technical data and know-how relating to the business of a Party or any of its business contacts, project plans, records of planned and actual expenditure, details of projects and experiments, proposals, applications and prospectuses, graphs, charts, presentations and documents, company financial information, details of intellectual properties (whether registered or unregistered) and applications for them, technical summaries, reports, details of organisations and their business processes, names and other contact details of individuals and organisations, and any information which a Party or the Personnel is told is confidential and information treated as confidential by either Party and any information which has been given to a Party, in confidence, by customers, suppliers or other persons.
1.1.9. “Data Protection Legislation” means the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 (when applicable), and all laws and Regulations applicable to the processing of Personal Data under or in relation to the Contract from time to time.
1.1.10. “Deliverables” means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
1.1.11. “Goods” means the goods supplied by the Supplier to the Company under the terms of the Contract.
1.1.12. “Product” means the collective purchase of Goods and/or Services supplied by the Supplier to the Company under the terms of the Contract.
1.1.13. “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.1.14. “Parties” means the Company and the Supplier and “Party” shall be construed accordingly.
1.1.15. “Purchase Order” means the Company’s order for the provision of Services and/or Goods as set out in the Company’s purchase order form, in all cases subject to these Conditions.
1.1.16. “Personal Data”, “Data Subject”, “Controller”, “Processor” and “Process” shall be interpreted in accordance with applicable Data Protection Legislation.
1.1.17. “Personal Data Breach” means a breach of security leading to the destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data.
1.1.18. “Regulations” mean any subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, bye-law, regulation, order, mandatory guidance or code of practice, judgment of a court of law, or requirement of any regulatory body, whether in the UK or elsewhere.
1.1.19. “Services” means the services supplied by the Supplier to the Company as set out in the Purchase Order.
1.1.20. “Specification” means the specification for the Product to be supplied by the Supplier to the Company (including as to quantity, description and quality) as specified in the Purchase Order.
1.2. In these Conditions:-
1.2.1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic mail, facsimile transmission or similar means;
1.2.2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3. any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees;
1.2.4. any reference to a person includes any individual, body corporate, unincorporated association, partnership or any other legal entity;
1.2.5. words importing the singular number include the plural and vice versa;
1.2.6. words importing any gender include any other gender; and
1.2.7. headings are for convenience only and shall not affect its interpretation.
2. Acceptance and Orders
2.1. These Terms and Conditions (the “Conditions”) are supplied by the Satellite Applications Catapult Limited or its Affiliate (the “Company”) to the party to whom the Company’s Purchase Order is addressed (the “Supplier”) and shall be incorporated into each Purchase Order to form a contract (the “Contract”) for the purchase of the “Product”. In the event of a conflict between the Purchase Order and these Conditions, the Purchase Order shall prevail.
2.2. In the event of the Company entering into a bespoke agreement with the Supplier, including but not limited to a Statement of Work, Service Agreement or Collaboration Agreement, such bespoke agreement will prevail.
2.3. The Company shall be bound by an order only if it is issued on the Company’s standard Purchase Order form and signed by a duly authorised representative. No addition, variation or exclusion shall be binding unless agreed in writing and signed by a duly authorised representative of the Company.
2.4. The submission of a Purchase Order to the Supplier constitutes an offer by the Company to purchase the Product, subject to these Conditions. Accordingly, any acceptance of the Purchase Order by the Supplier shall create an agreement between the parties pursuant to the Contract.
2.5. The execution and/or return of the Purchase Order form by the Supplier, or the commencement of work or delivery of the Product, constitutes acceptance of the Contract by the Supplier.
2.6. Prior to the Supplier’s acceptance, the Company reserves the right to revoke the Purchase Order without liability to the Supplier.
2.7. The Company retains the right to amend or vary the Contract, at any time including, but not limited to quality, quantity, delivery and design.
2.8. In the event that an amendment is made, the Supplier will evaluate and immediately inform the Company of any consequences, including but not limited to, the cost and delay of delivery. The Supplier shall not action any amendment until the Company has approved the consequences in writing.
3. Supply of Goods
3.1. The Supplier shall co-operate with the Company in all matters relating to the supply of Goods and comply with all Company’s instructions.
3.2. The Supplier warrants that:
3.2.1. it has full clear and unencumbered title to all the Goods; and
3.2.2. at the date of delivery of any of the Goods it shall have full and unrestricted right, power and authority to sell, transfer and deliver all of the Goods to the Company.
3.3. The Supplier shall supply the Goods in accordance with the Specification. The Supplier warrants, represents, undertakes and guarantees that the Goods supplied under the Contract shall:
3.3.1. be free from defects (manifest or latent), in design, materials and workmanship and remain so for 12 months after delivery to the Company;
3.3.2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and comply with any applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;
3.3.3. conform with the specifications (including the Specification), drawings, descriptions given in quotations, estimates, brochures, sales, marketing and technical literature or material (in whatever format made available by the Supplier) supplied by, or on behalf of, the Supplier;
3.3.4. be free from design defects; and
3.3.5. be fit for any purpose held out by the Supplier or made known to the Supplier by the Company expressly or by implication, and in this respect, the Company relies on the Supplier’s skill and judgement. The Supplier acknowledges and agrees that the approval by the Company of any designs provided by the Supplier shall not relieve the Supplier of any of its obligations under this sub-clause.
4. Delivery
4.1. The Supplier shall deliver the Product on the date specified in the Purchase Order or, if no such date is specified, within 30 days of the date of the Purchase Order. Time is of the essence for the delivery of the Product. If the Supplier does not comply with its obligations in respect of delivery the Company may: cancel the Contract in whole or in part without incurring liability to the Supplier; refuse to accept any subsequent delivery of the Product which the Supplier attempts to make; purchase substitute or alternative Products elsewhere and recover from the Supplier any expenditure reasonably incurred by the Company in respect of obtaining the Product elsewhere; and/or claim damages for any additional costs incurred by the Company as a result of the Supplier’s failure to deliver the Product.
4.2. The Product shall be delivered to the Company’s premises or any alternative address specified in the Purchase Order. Delivery of the Product shall be subject to the Company’s inspection and approval in accordance with clause 5.2 and a Product which the Company rejects pursuant to the Contract, shall be returned at the Supplier’s risk and expense.
4.3. Delivery of the Goods shall be completed once the completion of unloading the Goods from the transporting vehicle at the delivery address has taken place and the Company has signed for the delivery.
4.4. The Supplier shall ensure that the Goods are properly packaged and secured to ensure delivery in good condition.
4.5. No charge shall be made for packaging or transportation materials unless specified in the Purchase Order. The Company shall not be responsible for returning any such materials.
4.6. Any access to the Company premises and any labour and equipment that may be provided by the Company in connection with delivery of the Product shall be provided without acceptance by the Company of any liability in respect of any actions, claims, costs and expenses incurred by third parties for any loss of damages to the extent that such loss or damage is not attributable to the negligence or other wrongful act of the Company or its servant or agent. The Supplier shall indemnify the Company in respect of any actions, suits, claims, demands, losses, charges, costs and expenses, which the Company may suffer or incur as a result of or in connection with any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act or omission of the Supplier or any of their sub-suppliers.
5. Inspection
5.1. The Supplier shall test and inspect the Goods prior delivery to ensure compliance with the Contract. The Company have the right to inspect, or appoint a third party to inspect the Goods at the Supplier’s workplace or an alternative storage location. Any inspecting or testing carried out by the Company shall not relieve the Supplier from any of its responsibilities or liabilities under the Contract.
5.2. The Company shall not be deemed to have accepted the Products until it has had ten (10) Business Days to inspect it after delivery.
6. Risk and Property
6.1. The Product shall be at the risk of the Supplier until delivery to the Company pursuant to clause 4.2.
6.2. Title in the Product shall pass to the Company on acceptance, except if the Product is paid for prior to delivery, title shall pass to the Company once payment has been made. The passing of ownership in the Product is without prejudice to any right of rejection to which the Company may be entitled under the Contract or otherwise.
7. Supply of Services
7.1. The Supplier shall co-operate with the Company in all matters relating to the Services and comply with all Company’s instructions and shall:
7.1.1. perform the Services with all reasonable care, skill and diligence in accordance with good industry practice in the Supplier’s industry, profession or trade;
7.1.2. use staff who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
7.1.3. ensure that the Services and Deliverables shall conform with all descriptions, standards, specifications, and key performance indicators as set out in the Specification and elsewhere in the Purchase Order and that the Deliverables shall be fit for any purpose that the Company expressly or impliedly makes known to the Supplier;
7.1.4. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Company, will be free from defects in workmanship, installation and design;
7.1.5. provide all equipment, tools and vehicles and other items as are required to provide the Services; and
7.1.6. comply with any additional obligations as set out in the Specification.
8. Price
8.1. In consideration of the rights and obligations set out in the Contract the Company shall pay the Supplier the price set out in the applicable Purchase Order. All prices are fixed and inclusive of all charges and duties, and are not subject to adjustment save as specifically provided in these Conditions.
8.2. In the event that VAT is properly chargeable on the supply of the Product, the Company shall pay such VAT provided that the Supplier provides the Company a VAT invoice.
8.3. Unless otherwise stated in the Purchase Order, payment of invoices shall be made by the end of the calendar month following the month in which the Product is received by the Company; or, on receipt of the Supplier’s invoice (whichever is latest). Without prejudice to any other right or remedy, the Company reserves the right at any time to set off an amount owing to it by the Supplier, against any amount payable by it to the Supplier under the Contract.
9. Liability
9.1. The Supplier shall be liable for any damage caused by any omission or defect of the Product, including incidental damages such as removal, inspection and cost of return.
9.2. The Supplier will, at its own expense, indemnify and hold harmless the Company from and against all direct liabilities including but not limited to loss of profits, loss of business, depletion of goodwill and other reasonable losses costs, proceedings, damages and expenses (including reasonable legal and professional fees) arising out of, or resulting from or occurring in connection with the Product unless such loss, damage, cost or expense caused by the negligence or wilful misconduct of the Company or breach by the Company of its obligations under the Contract.
9.3. Subject to clauses 9.4 and 9.5 the aggregate liability of the Company in respect of all (defaults, claims, losses or damages howsoever caused, whether arising from breach of the Contract, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise) shall in no event exceed a sum equal to 100% of the Charges paid or payable to the Supplier.
9.4. Except in the case of claims arising under clauses 4.6, 9.2, 10.4, 12.3 and 15.8, in no event shall the Parties be liable to one another for any: loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirect, special or consequential loss or damage.
9.5. Nothing in the Agreement shall be construed to limit or exclude either Party’s liability for: death or personal injury caused by its negligence or that of its staff; fraud or fraudulent misrepresentation by it or that of its Staff; or any other matter which, by law, may not be excluded or limited.
9.6. The Supplier’s liability under the indemnity in clauses 4.6, 9.2, 10.4, 12.3 and 15.8 shall be unlimited.
10. Confidentiality and Company’s Property
10.1. The Supplier shall keep in strict confidence the Company’s Confidential Information. Such information includes that which is of a confidential nature and has been disclosed to the Supplier. The Supplier shall restrict disclosure of and be responsible for the disclosure of such Confidential Information to its employees and agents only for the purpose of discharging the Supplier’s obligations to the Company.
10.2. Subject to clause 10.4 all Background IPR supplied by one party to the other shall at all times be and remain the exclusive property of the disclosing party, and shall be held by the receiving party in safe custody at its own risk, maintained and kept in good condition and returned immediately upon first written request. Such Background IPR shall not be disposed of or used other than in accordance with the disclosing party’s written instructions or authorisation. Each Party hereby grants the other Party a royalty-free, non-exclusive and non-transferable licence to use such Background IPR as required until termination or expiry of the Contract for the sole purpose of enabling the Parties to perform their respective obligations under the Contract.
10.3. All Intellectual Property Rights in or arising out of or in connection with the Supplier providing the Product to the Company, shall vest and be the exclusive property of the Company and the Supplier agrees that it shall not exercise any purported rights of ownership, demand payment or account of profit as a result of the creation of such Intellectual Property Rights. If, and to the extent, that any Intellectual Property Rights in such materials vest in the Supplier by operation of law, the Supplier hereby assigns to the Company by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such Intellectual Property Rights all its Intellectual Property Rights in such materials (with full title guarantee and free from all third party rights). In the event that Company’s use and enjoyment of such Intellectual Property Rights is contingent on the Supplier’s Background IPR, the Supplier hereby grants an irrevocable, sub-licensable and non-exclusive licence to the Company insofar as is required to use and enjoy such Intellectual Property Rights.
10.4. The Supplier shall indemnify, and keep indemnified the Company in full against all costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses), including any interest, penalties, and reasonable legal and other professional fees (calculated on a full indemnity basis) awarded against or incurred or paid by the Company as a result of or in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the manufacture supply or use of the Goods or receipt, supply or use of the Services, to the extent that the claim is attributable to the acts or omission of the Supplier or its staff; any claim made against progress by a third party for death, personal injury or damage to property arising out of or in connection with defects in the Goods as delivered or the Deliverables; and any claim made against the Company by a third party arising out of or in connection with the supply of the Goods as delivered or the Services.
10.5. This clause 10 shall survive termination of the Contract, however arising.
11. Compliance
11.1. The Supplier shall:
11.1.1. perform its obligations under the Contract in accordance with all applicable laws and Regulations and take all reasonable steps to secure the observance of this clause by its staff, contractors and advisors;
11.1.2. comply with all health and safety measures while on the Company’s premises;
11.1.3. notify the Company immediately in the event of any incident occurring in the performance of its obligations under the Contract on the Company’s premises where that incident causes any personal injury or damage to property which could give rise to personal injury;
11.1.4. comply with the Public Contract Regulations 2015.
11.2. The Supplier shall ensure that any person associated with the Supplier who is performing Services and providing the Product 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 clauses 11 – 15 of these Conditions (“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 Company for any breach by such persons of any of the Relevant Terms.
12. Anti-Slavery and Human Trafficking
12.1. In performing the obligations under the Contract, the Supplier shall:
12.1.1. comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to Modern Slavery Act 2015;
12.1.2. not engage in any activity, practice or conduct that would constitute an offence under sections 1,2 and 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out of the UK;12.1.3. notify the Company 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;
12.1.4. maintain a completed set of records to trace the supply chain of all goods and services provided under the Contract; and permit the Company and its 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 clause 12.1.4.
12.2. The Supplier represents and warrants that at the date of this Contract it not has 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.
12.3. The Supplier shall indemnify, and keep indemnified, the Company in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the Company as a result of or in connection with any breach of clause 12.
12.4. The Supplier shall include in contracts with its direct subcontractors and suppliers provisions which are at least as onerous as those set out in this clause 12.
13. Anti-Facilitation of Tax Evasion
13.1. The Supplier shall not engage in any activity, practice or conduct which would constitute either:
13.1.1. a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or
13.1.2. a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017
13.2. The Supplier shall have and shall maintain in place throughout the term of the Contract such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of the Supplier) and to ensure compliance with clause 13.
13.3. The Supplier shall notify the Company in writing if it becomes aware of any breach of clause 13 or has reason to believe that it or any person associated with it has received a request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017, in connection with the performance of the Contract.
14. Prevention of Bribery and Corruption
14.1. The Supplier shall not offer, give, or agree to give anything, to any person an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of the Contract or for showing or refraining from showing favour or disfavour to any person in relation to the Contract.
14.2. The Supplier shall take all reasonable steps, in accordance with good industry practice, to prevent fraud by its staff (including its shareholders, members and directors) in connection with the Contract and shall notify the Company immediately if it has reason to suspect that any fraud has occurred or is occurring or is likely to occur.
14.3. If the Supplier or its staff engages in conduct prohibited by clause 14.1 or commits fraud in relation to the Contract the Company may terminate the Contract and recover from the Supplier the amount of any loss suffered by the Company resulting from the termination, including the cost reasonably incurred by the Company of making other arrangements for the supply of the Services and any additional expenditure incurred by the Company throughout the remainder of the Contract or recover in full from the Supplier any other loss sustained by the Company in consequence of any breach of this clause 14.
15. Data Protection
15.1. The parties shall comply with their respective obligations and all applicable requirements of the Data Protection Legislation when processing any Personal Data in connection with the Contract.
15.2. The parties will ensure that they have all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data for the duration and purposes of the Contract.
15.3. The Supplier shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected.
15.4. The Supplier shall not transfer any Personal Data outside of the United Kingdom unless the prior written consent of the Company has been obtained and any reasonable conditions imposed by the Company in relation to the transfer are fulfilled.
15.5. The Supplier shall assist the Company in responding to any request from a Data Subject and in ensuring its compliance with obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
15.6. The Supplier shall maintain complete and keep accurate records and information to demonstrate its compliance with this clause 15 and allow for audits by the Company and at the written direction of the Company, delete or return Personal Data and copies thereof to the Company on termination or expiry of the Contract unless required by the applicable laws and Regulations to store the Personal Data.
15.7. The Supplier shall adhere to the data protection policy and procedures of the Company as notified to it from time to time or with its own data protection policy and procedures provided that these have been approved by the Company.
15.8. The Supplier shall indemnify the Company against any losses, damages, cost or expenses incurred by the Company, including any interest, penalties and reasonable legal and other professional fees awarded against or incurred or paid by the Company arising from, or in connection with, any breach of the Supplier’s obligations under this clause 15.
15.9. The provisions of this clause shall apply during the continuance of the Contract and indefinitely after its expiry or termination.
16. Insurance
16.1. The Supplier shall effect and maintain at its own cost, all applicable insurances as required by law and to cover their responsibilities and liabilities under the Contract and shall, on the Company’s request, produce the insurance certificates giving details of cover and the receipt for the current year’s premium in respect of each insurance.. Nothing contained in the clause shall serve in any way to limit or waive the Supplier’s responsibilities or liabilities under the Contract.
17. Termination
17.1. The Company may terminate the Contract upon written notice to the Supplier and without liability to the Supplier if the Supplier fails to perform or otherwise breaches this Contract.
17.2. The Company may terminate the Contract for any other reason upon thirty (30) Business Days (or, if the Contract is less than three months in duration, at least ten (10) Business Days)written notice to the Supplier. The Supplier shall cease to provide the Product from the date set out in the termination notice.
17.3. In the event of such termination, the Company shall be liable to the Supplier only for the Product which has been satisfactorily performed or delivered to the Company up to the date of termination, less appropriate and reasonable offsets, including any additional costs incurred by the Company resulting from termination.
17.4. Any provision of the Contract 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 and termination shall not affect any rights, remedies, obligations or liabilities the parties have accrued up to the date of termination.
18. Force Majeure
18.1. Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen or was unavoidable. If such event or circumstance prevents the Supplier from providing the Product within a reasonable period from the anticipated delivery date, the Company shall have the right to terminate the Contract without liability with immediate effect by giving written notice to the Supplier.
19. Assignment and subcontract
19.1. The Supplier shall not assign, transfer, subcontract or otherwise deal with its rights or obligations under the Contract without the prior written consent of the Company.
20. Notices
20.1. Any notice or other communication required to be given to the Company or Supplier in connection with the Contract shall be in writing and shall be delivered to the other to its principal place of business by hand or by pre-paid first-class post or other next working day delivery service.
21. Waiver
21.1. Any failure or delay by the Company to enforce the performance of its rights under the Contract or by law shall not be deemed to be a waiver of its rights, nor shall such failure or delay prevent or restrict the further exercise of that or any other right or remedy.
22. Severance
22.1. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or par-provision shall be deemed deleted. Any modification to or deletion of a provision, the relevant provision or part-provision under this clause shall not affect the validity or enforceability of the rest of this agreement.
23. Third party rights
23.1. No one other than a party to this agreement shall have any right to enforce any of its terms
24. Entire Agreement
24.1. The terms and conditions set out in the Contract, together with any subsequent amendments made in writing by the Company represent the entire terms and conditions of the agreement between the Company and the Supplier.
25. Applicable Law and Jurisdiction
25.1. The Contract and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.
25.2. The Supplier agrees to submit to the exclusive jurisdiction of the English Courts.
