In these Conditions the following words have the following meanings:
“Affiliates” means a “subsidiary” or “holding company” of a Party as defined in section 1159 of the Companies Act 2006
“Conditions” the standard terms and conditions of purchase as set out in this document and as amended from time to time in accordance with Condition 2.3;
“Contract” the Order and the Supplier’s acceptance of the Order;
“Deliverables” 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);
“Goods” any goods agreed in the Contract to be purchased by FCC from the Supplier (including any part or parts of them);
“Indebtedness” any obligation to pay or repay money (whether present or future, actual or contingent, joint or sole);
“Intellectual Property Rights” any and all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Losses” losses (including any direct, indirect or consequential losses, loss of profit and loss of reputation), claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs (calculated on a full indemnity basis);
“Order” FCC’s written instruction, incorporating these Conditions, to supply the Goods and/or the Services to FCC;
“Price” has the meaning given to it in Condition 8.1;
“FCC” Future Cities Catapult, or any of its Affiliates, registered in England and Wales (company number 08517376) whose registered office is at Urban Innovation Centre, 1 Sekforde Street, London, EC1R 0RE;
“FCC Materials” has the meaning given to it in Condition 11;
“Services” any services, including any Deliverables, agreed in the Contract to be purchased by FCC from the Supplier (including any part or parts of them);
“Specification” any description or specification (including any related plans or drawings) for the Goods and/or Services included in the Order or supplied or advised by FCC to the Supplier or agreed in writing by FCC and the Supplier, including any plans, patterns, drawings, data or other information relating to the Goods or Services;
“Supplier” the person(s), firm or company who accepts the Order; and
“Working Day” a day (other than a Saturday, a Sunday or a public holiday in England) on which banks in London are open for business.
1.1 In these Conditions (except where the context otherwise requires):
1.1.1 words in the singular include the plural and vice versa and reference to any gender includes the others;
1.1.2 reference to “a person” includes a natural person, company or unincorporated body (whether or not having separate legal personality);
1.1.3 a reference to “company” includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.1.4 a reference to the European Union shall include a reference to the United Kingdom, whether or not the United Kingdom is still a member of the European Union at the date of reading these Conditions;
1.1.5 references to legislation are to that legislation as amended, extended or re-enacted from time to time, including, as a result of the United Kingdom’s withdrawal from the European Union by virtue of Article 50 of the Treaty of the European Union;
1.1.6 a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;
1.1.7 any words following the terms “including”, “include”, “in particular” or any similar terms shall be construed as illustrative only and shall not limit the sense of the words preceding those terms; and
1.1.8 a reference to “writing” or “written” includes faxes and email.
1.2 Headings are for convenience only and shall not affect the interpretation of these Conditions.
1.3 The Contract shall be binding upon, and enure to the benefit of, the parties and their respective personal representatives, successors and permitted assignees, and references to any party shall include that party’s personal representatives, successors and permitted assignees.
2 APPLICATION OF THESE CONDITIONS
2.1 These Conditions are the only conditions upon which FCC is prepared to deal with the Supplier and they shall govern the Contract to the entire exclusion of all other terms and conditions.
2.2 No terms or conditions (other than these Conditions) endorsed upon, delivered with or contained in the Supplier’s quotation, acknowledgement or acceptance of order, specification or other document (whether or not any such document is referred to in the Contract), or which are implied by trade, custom, practice or course of dealing, will form part of the Contract and the Supplier waives any right which it otherwise might have to rely on such terms and conditions.
2.3 These Conditions apply to all FCC’s purchases and/or acquisitions and any variation to these Conditions shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of FCC.
2.4 Each Order shall be deemed to be an offer by FCC to purchase Goods and/or Services subject to these Conditions and an Order shall be deemed to be accepted by the Supplier on the earlier of the Supplier giving written notice of acceptance or any act by the Supplier consistent with fulfilling the Order.
3 PERFORMANCE, QUALITY AND DEFECTS
3.1 The Supplier shall ensure that the Goods shall:
3.1.1 correspond with the quality, description, samples, drawings, specification and other particulars stated in the Purchase Order;
3.1.2 be of satisfactory quality and fit for any intended uses expressly or impliedly made known to the Supplier;
3.1.3 be fit for any purpose held out by the Supplier or made known to the Supplier by FCC, expressly or by implication, and in this respect FCC relies on the Supplier’s skill and judgment;
3.1.4 be free from defects in design, material and workmanship and remain so for 12 months after delivery;
3.1.5 comply with all applicable statutory and regulatory requirements including relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and
3.1.6 be delivered by their due date for delivery.
3.2 In performing the Services, the Supplier shall:
3.2.1 meet any performance dates for the Services specified in the Order or notified to the Supplier by FCC;
3.2.2 co-operate with FCC in all matters relating to the Services and comply with all instructions from FCC;
3.2.3 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
3.2.4 use personnel 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;
3.2.5 ensure that the Services and Deliverables will conform with all descriptions and specifications set out in any Specification and that the Deliverables shall be fit for any purpose held out by the Supplier or made known to the Supplier by FCC, expressly or by implication;
3.2.6 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
3.2.7 use the best quality goods, materials, standards, designs and techniques and ensure that the Deliverables and all goods and materials supplied and used in the Services or transferred to FCC will be free from defects in workmanship, installation and design;
3.2.8 observe all health and safety rules and regulations and any other security requirements that apply at any of FCC’s premises; and
3.2.9 not do or omit to do anything which may cause FCC to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business and the Supplier acknowledges that FCC may rely or act on the Services.
3.3 FCC’s rights under these Conditions are in addition to the statutory conditions implied in favour of FCC by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982.
3.4 FCC retains the right to amend or vary the Contract, at any time including, but not limited to quality, quantity, delivery and design.
3.5 In the event that an amendment is made, the Supplier will evaluate and immediately inform FCC of any consequences, including but not limited to, the cost and delay of delivery. The Supplier shall not action any amendment until FCC has approved the consequences in writing.
3.6 FCC shall have the right, at any time prior to delivery of the Goods, to inspect and test the Goods and the Supplier shall provide FCC with all facilities reasonably required for such inspection and testing.
3.7 If the results of such inspection or testing indicate that the Goods do not conform or are unlikely to conform with the Order or to the Specification, FCC shall inform the Supplier within seven (7) days of the inspection and/or testing and the Supplier shall immediately take such action as is necessary to ensure conformity and FCC shall have the right to require and witness further testing and inspection.
3.8 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.
3.9 The Supplier shall at all times have and maintain all licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract and shall comply with all applicable laws and regulations in the performance of the Contract.
3.10 If any of the Goods and/or the Services fail to comply with any of the provisions in this Condition 3 FCC shall have available to it the remedies listed in Condition 14, any one or more of which it may exercise in its entire discretion and whether or not FCC has already accepted the Goods.
4.1 The date for delivery and/or performance shall be specified in the Order and/or if no such date is specified then delivery and/or performance shall take place within twenty eight (28) days of the date of the Order.
4.2 Time for delivery of the Goods and/or the performance of the Services shall be of the essence of the Contract.
4.3 The Goods shall be marked in accordance with FCC’s instructions and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.
4.4 The Goods shall, unless specified in the Order, be delivered carriage paid to such location as specified in the Order or by FCC before delivery or, if no location is so specified, to FCC’s place of business.
4.5 The Services shall be performed at FCC’s place of business or at such other place of performance as is specified or agreed by FCC in writing prior to performance of the Services.
4.6 The Supplier shall off-load the Goods as directed by FCC and where specified in the Order shall assemble and install the Goods as directed by FCC.
4.7 The Supplier shall (unless FCC specifies otherwise) at its own cost remove from the place of delivery any packaging material used in transporting the Goods.
4.8 The Supplier shall supply FCC in good time with any instructions or other information required to enable FCC to accept delivery of the Goods and performance of the Services.
4.9 The Supplier shall ensure that each delivery is accompanied by a prominently displayed delivery note which shows, as a minimum, the Order number, date of Order, type of Goods, number of packages and contents, any special storage instructions and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.10 Delivery of the Goods shall be complete when the Goods have been off-loaded, unpacked, stacked, assembled and installed as specified in the Order or this Condition 4.
4.11 Unless otherwise stipulated by FCC in the Order, deliveries and/or performance shall only be accepted by FCC within its usual business hours (which are 8am to 6pm Monday to Friday except for days which are bank holidays in England).
4.12 If the Goods are not delivered and/or the Services are not performed on the due date then, without prejudice to any other rights or remedies which it may have FCC reserves the right to:
4.12.1 terminate the Contract in whole or in part, without liability to FCC;
4.12.2 refuse to accept any subsequent delivery of the Goods and/or performance of the Services which the Supplier attempts to make;
4.12.3 reject any of the Goods that may already have been delivered;
4.12.4 recover from the Supplier any expenditure reasonably incurred by FCC in obtaining the Goods and/or performance of the Services in substitution from another Supplier;
4.12.5 where FCC has paid in advance for Goods and/or Services that have not been delivered or provided (or paid for any Goods already delivered but which FCC is now rejecting), to have such sums refunded by the Supplier; and
4.12.6 claim damages for any Losses incurred or to be incurred by FCC which are in any way attributable to the Supplier’s failure to deliver the Goods and/or perform the Services on the due date.
4.13 The Supplier shall not deliver and/or perform by instalments unless FCC so agrees in writing, in which case the Contract will be construed as a single contract in respect of each instalment. Nevertheless, failure by the Supplier to deliver and/or perform any one instalment shall entitle FCC at its option to treat the whole Contract as repudiated and to the remedies set out in Condition 14.
4.14 If the Supplier delivers in excess of the quantity ordered, FCC may reject the whole or may accept only the quantity ordered and shall not be bound to pay for any excess it does not accept, which will be and remain at the Supplier’s risk and will be returnable at the Supplier’s expense.
4.15 If the Supplier delivers less than the quantity ordered, FCC may reject the Goods, which in such case shall be and remain at the Supplier’s risk and will be returnable at the Supplier’s expense.
4.16 If the Supplier delivers in excess of or less than the quantity ordered, FCC may accept delivery, in which case the Price shall be adjusted pro-rata.
5 USE OF GOODS
5.1 The Supplier shall, where requested by FCC, at its own cost, provide adequate instructions and appropriate training in relation to:
5.1.1 the safe use of the Goods;
5.1.2 the safe disassembly/assembly and transportation of the Goods; and
5.1.3 the adjustment of the Goods’ settings.
5.2 Where the Supplier is required to perform the services described in Condition 5.1, such services shall be performed by appropriately qualified and trained personnel, with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, trade or profession.
6.1 The Supplier shall indemnify and keep indemnified FCC in full and hold it harmless on demand from and against any and all Losses suffered or incurred by FCC or for which FCC may become liable arising out of or in connection with:
6.1.1 defective design, workmanship, quality, materials or any other defect in the Goods or Services (including any claim made against FCC for death, personal injury or damage to property arising out of, or in connection with, defects in Goods) to the extent that the defect is attributable to the acts or omissions of the Supplier, its employees, agents or sub-contractors;
6.1.2 any claim made against FCC for any infringement or alleged infringement of any Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods or the supply, receipt or use of the Services; and
6.1.3 any claim made against FCC arising out of, or in connection with, the supply of the Goods or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or sub-contractors.
6.2 For the duration of the Contract and for a period of six (6) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on FCC’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.
6.3 This Condition 6 shall survive termination of the Contract.
7 RISK AND OWNERSHIP
The Goods shall remain at the risk of the Supplier until delivery to FCC is complete, when the risk in, and ownership of, the Goods shall pass to FCC.
8.1 The price of the Goods and/or the Services shall be that stated in the Order (or, if no price is stated in the Order, the price set out in the Supplier’s published price list applicable on the date the Order is deemed accepted under Condition 2.4) and unless otherwise agreed in writing by FCC shall be exclusive of value added tax (which shall be payable by FCC subject to receipt of a VAT invoice) but inclusive of all other charges, including packaging, insurance and carriage.
8.2 Neither variation in the Price nor extra charges will be applicable at any time without express acceptance in writing by a duly authorised representative of FCC.
9.1 In respect of Goods, the Supplier shall invoice FCC (with all invoices addressed to the ‘Finance Department’) on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice FCC on completion of the Services. Each invoice shall include such supporting information as is required by FCC to verify the accuracy of the invoice and shall quote the number (if any) of the Order to which it relates.
9.2 FCC or any of its Affiliates shall pay the Price within 30 days after receipt by FCC of a valid invoice, or, if later, after acceptance of the Goods or Services in question by FCC or any of its Affiliates, but time for payment shall not be of the essence of the Contract. Neither FCC nor any of its Affiliates shall be liable for late payment caused by the Supplier’s failure to comply with FCC’s invoicing instructions.
9.3 Without prejudice to any other rights or remedies it may have, FCC reserves the right to set off any amount owing at any time from the Supplier to FCC against any amount payable by FCC to the Supplier under the Contract.
9.4 The Supplier shall make all payments due under or in respect of the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless required by law.
9.5 FCC shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier, whether or not shown in the Supplier’s own terms of sale.
9.6 Interest shall be payable on the late payment of any undisputed invoices for Goods or Services accruing on a daily basis from the due date until payment is made in full, both before and after any judgment, at 4% per annum above the Bank of England base rate from time to time.
9.7 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow FCC to inspect such records at all reasonable times on request.
10.1 The Supplier shall keep in strict confidence, and use only for the purpose of performing the Contract, all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Supplier by FCC or its agents or sub-contractors and any other confidential information concerning FCC’s business or its products which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential information to such of its employees, agents or sub-contractors as need to know the same for the purpose of performing the Contract and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality and restrictions of use as bind the Supplier.
11 FCC’S PROPERTY
11.1 The Supplier shall hold all materials, equipment, tools, drawings, specifications and data supplied by FCC to the Supplier in safe custody at its own risk, maintain FCC Materials in good condition until returned to FCC (which the Supplier shall do on the written instruction of FCC) and not dispose of or use FCC Materials other than in accordance with FCC’s written instructions or authorisation.
11.2 The Supplier acknowledges that FCC Materials are the exclusive property of FCC.
12 INTELLECTUAL PROPERTY RIGHTS
12.1 In respect of the Goods and any goods that are transferred to FCC as part of the Services, including the Deliverables or any part of them, the Supplier warrants that it has full, clear and unencumbered title to all such items and that at the date of delivery of such items it will have full and unrestricted rights to sell and transfer all such items to FCC.
12.2 Subject to clause 12.4, below all intellectual property rights (“Background”) 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 shall not be disposed of or used other than in accordance with the disclosing party’s written instructions or authorisation.
12.3 All future intellectual property (“Foreground”) rights which are created as a result of the Supplier providing the Deliverables to FCC, shall be the exclusive property of FCC 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 Foreground.
12.4 In the event that FCC’s use and enjoyment of the Foreground is contingent on the Supplier’s Background, the Supplier hereby grants an irrevocable, sub-licensable and non-exclusive licence to FCC insofar as is required to use and enjoy the Foreground.
12.5 The Supplier shall promptly at FCC’s request do (or procure to be done) all such further acts and things and execute (or procure the execution of) all such further documents as FCC may from time to time require for the purpose of securing for FCC the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to FCC under this Agreement.
13.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to FCC if FCC commits a material breach of any term of the Contract and fails to remedy that breach within 28 days of that party being notified in writing to do so.
13.2 FCC shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving the Supplier written notice whereupon all work on the Contract shall be discontinued and FCC shall pay to the Supplier fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
13.3 FCC 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
13.4 On termination of the Contract or any part of it for any reason in respect of the provision of Services, the Supplier shall immediately deliver to FCC all Deliverables, whether or not then complete, and return all FCC Materials. If the Supplier fails to do so FCC may (without limiting any other rights or remedies it may have) enter the Supplier’s premises and take possession of them. Until they have been returned or repossessed, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
13.5 The termination of the Contract for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the Supplier and FCC existing at termination.
13.6 Such of these Conditions which expressly or by implication are intended to come into or remain in force on or after the termination of the Contract shall remain in full force and effect.
14.1 Without prejudice to any other rights or remedies FCC may have, if any Goods and/or Services are not supplied or performed in accordance with, or the Supplier fails to comply with, any of the provisions of Condition 3, or if the right to terminate the Contract has arisen under Conditions 4.12.1, 13.3, or 15.3, FCC shall (without prejudice to any other rights or remedies it may have) be entitled to any one or more of the following remedies at its discretion, whether or not any part of the Goods and/or the Services has been accepted by FCC:
14.1.1 to terminate the Contract, without liability to the Supplier;
14.1.2 to reject the Goods (in whole or in part and whether or not title has passed) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith by the Supplier;
14.1.3 where FCC has paid in advance for Goods and/or Services that have not been delivered or provided, to have such sums refunded by the Supplier;
14.1.4 at FCC’s option, to give the Supplier the opportunity at the Supplier’s expense either to remedy any defect in the Goods and/or Services or to supply replacement Goods and/or to re-perform the Services and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
14.1.5 to refuse to accept any further deliveries of the Goods and/or performance of the Services which the Supplier attempts to make;
14.1.6 to carry out at the Supplier’s expense any work necessary to make the Goods and/or the Services comply with the Contract;
14.1.7 to claim such Losses as may have been sustained in consequence of the Supplier’s breaches of the Contract including any costs reasonably incurred by FCC in obtaining the Goods and/or performance of the Services in substitution from another supplier; and
14.1.8 to claim damages for any Losses incurred or to be incurred by FCC which are in any way attributable to the Supplier’s failure.
14.2 These Conditions shall extend to and apply in respect of any substituted or remedial services or repaired or replacement goods supplied by the Supplier.
15 BRIBERY AND OTHER CORRUPTION
15.1 The Supplier agrees with FCC that it shall, and that it shall procure that its employees and officers, agents, sub-contractors and any other person who performs services for the Supplier in relation to the Contract shall:
15.1.1 comply with all applicable laws, statutes, regulations and codes relating to bribery and other corruption (“Anti-Corruption Requirements”) including the Bribery Act 2010;
15.1.2 not take or knowingly permit any action to be taken that would or might cause or lead FCC to be in violation of any Anti-Corruption Requirements;
15.1.3 not bribe or attempt to bribe (which shall include any offer or form of payment, gift or other inducement, reward or advantage, whether of money or anything of value) FCC or any of FCC’s employees, officers, agents, representatives, Affiliates or persons acting on FCC’s behalf; and
15.1.4 at FCC’s request and cost, provide FCC with any reasonable assistance to enable it to perform any activity required by any relevant government or agency for the purpose of complying with Anti-Corruption Requirements.
15.2 The Supplier represents and warrants to FCC that neither it nor any person described in Condition 15.1 has bribed or attempted to bribe any person in order to obtain and/or retain any business, or advantage in the conduct of business, for FCC and nor has it bribed or attempted to bribe any person described in Condition 15.1.3.
15.3 The Supplier agrees that in addition to FCC’s termination rights set out elsewhere in these Conditions, FCC may (without prejudice to any other right available to it) immediately terminate the Contract in the event of any breach of this Condition 15 by the Supplier in which case the Supplier shall not be entitled to any compensation or to any further payments or remuneration.
15.4 FCC shall not be required to make any payment to the Supplier that might otherwise be due from FCC in respect of the Contract if the Supplier has breached this Condition 15.
15.5 The Supply shall indemnify and keep indemnified FCC in full and hold it harmless on demand from and against any and all Losses suffered or incurred by FCC or for which FCC may become liable arising out of or in connection with any breach of this Condition 15, whether or not the Contract has been terminated.
16.1 FCC may assign, or deal in any other manner with, the Contract or any part of it, including sub-contracting any of its obligations under the Contract to any third party or agent.
16.2 The Supplier shall not be entitled to assign, or deal in any other manner with, the Contract or any part of it, including sub-contracting any of its obligations under the Contract, without the prior written consent of FCC.
17 FORCE MAJEURE
17.1 If either party is delayed or prevented in the performance of any of its obligations under the Contract by an event, circumstance or cause beyond its reasonable control which by its nature could not have been foreseen or, if foreseeable, was unavoidable (save any that merely increases the cost of performing such obligations and excluding any strikes, lock-outs or other industrial disputes involving its own workforce or that of any of its agents or sub-contractors), that party shall not be liable for such delay or non-performance and the time for performance of the affected obligation shall be extended by such period as is reasonable to enable that party, using all reasonable endeavours, to perform that obligation.
17.2 If the performance of any of the Supplier’s obligations under the Contract are delayed or prevented as described in Condition 17.1 for a continuous period of one (1) month, FCC may, without liability to the Supplier, terminate the Contract forthwith by giving notice to the Supplier.
18.1 Any communication between the parties about the Contract shall be in writing, in English, and delivered personally, sent by pre-paid registered post or recorded delivery (or pre-paid registered air mail if overseas) or by email:
18.1.1 (in the case of communications to FCC) to its registered office, email address as shall be notified to the Supplier by FCC; or
18.1.2 (in the case of communications to the Supplier) to its registered office (if it is a company) or (in any other case) to any address of the Supplier set out in any document which forms part of the Contract or to its email address as shall be notified to FCC by the Supplier.
18.2 Communications shall be deemed to have been received:
18.2.1 if delivered personally, at the time of delivery to the address;
18.2.2 if sent by pre-paid registered post or recorded delivery, 48 hours after posting;
18.2.3 if sent by pre-paid registered airmail, at 9.00am on the fifth Working Day after posting;
18.2.4 if sent by e-mail, once the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a return email (with an automatic “read receipt” not constituting acknowledgment of an email for purposes of this Condition); and
18.3 Communications addressed to FCC shall be marked for the attention of Head of Commercial & Legal Affairs
18.4 This Condition 18 does not apply to the service of any proceedings or other documents in any legal action or any arbitration or other method of dispute resolution.
19 CRIMINAL FINANCES ACT
19.1 The Supplier shall, and shall procure that persons associated with it or other persons who are performing services in connection with the Contract shall:
19.1.1 not engage in any activity, practice or conduct which would constitute either
(a) a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or
(b) a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017; and
promptly report to FCC any 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.
20 DATA PROTECTION
20.1 The parties each undertakes to comply, and will cause its Representatives to comply, with the EU General Data Protection Regulation (GDPR) and the Data Protection Act 2018 and all applicable data protection laws in connection with the performance of its obligations under this Agreement. At the date of this Agreement the parties do not anticipate that any Personal Data, as defined under the Act, will be shared between the parties for the purposes of the delivery of the Goods and/or Services but if at any point personal data will be shared then the parties will put in place a suitable agreement to set out the roles and responsibilities of the Data Controller and Data Processor with respect to Personal Data.
21 ANTI-SLAVERY AND HUMAN TRAFFICKING
21.1 In performing its obligations under the agreement, the Supplier shall:
(a) comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force including but not limited to the Modern Slavery Act 2015 and
(b) 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 UK;
(c) include in contracts with its direct subcontractors and suppliers’ provisions which are at least as onerous as those set out in this Clause 21.
(d) notify FCC as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with this agreement.
(e) maintain a complete set of records to trace the supply chain of all Goods and Services provided to the Customer in connection with this agreement; and permit FCC 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 Clause 21.
21.2 The Supplier represents and warrants that at the date of these Conditions 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.
21.3 FCC may terminate the agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a breach of this Clause 21.
22.1 The Contract does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the parties. The Supplier shall not have, nor represent that it has, any authority to make or enter into any commitments on FCC’s behalf or otherwise bind FCC in any way.
22.2 The rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law. Any right or remedy expressly included in any provision of these Conditions (or the exercise thereof) shall not be considered as limiting FCC’s rights or remedies under any other provision of these Conditions (or the exercise thereof).
22.3 If any provision, or part of a provision, of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable (a “void provision”) such invalidity, illegality or unenforceability shall not affect the other provisions of the Contract, which shall remain in full force and effect. If a void provision would be valid, legal and enforceable if some part of it were deleted, that void provision shall apply with such modification as may be necessary to make it valid, legal and enforceable and if it cannot be made valid, legal and enforceable it shall be deemed to be deleted.
22.4 No provision of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Contract.
22.5 A failure to exercise, or delay in exercising a right, power or remedy provided to FCC by these Conditions or by law does not constitute a waiver of that, or any other, right, power or remedy and shall not (and nor shall any single or partial exercise of any such right, power or remedy) preclude the further exercise of that, or any other, right, power or remedy.
22.6 Any waiver by FCC of any breach of, or any default under, any provision of the Contract by the Supplier will only be effective if in writing and will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
22.7 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the law of England and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such matter.