1 Orders & Contract
1.1 Each Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services. An Order may be revoked or amended by the Buyer at any time prior to the Supplier’s acceptance. Acceptance of an Order by the Supplier shall take place whenever it is expressly accepted or confirmed by the Supplier in writing or by any other conduct which is consistent with acceptance. Upon acceptance, a binding Contract shall exist to supply the Goods and/or Services which are the subject of the Order. The Buyer shall not be bound to purchase any Goods or Services by anything in this Contract, any orders given for forecasting purposes nor any forecast statements given by the Buyer from time to time.
2 Title
2.1 The Supplier warrants that it has the right to, and shall, sell the Goods (which shall remain the absolute property of the Supplier until property therein passes to the Buyer) with full title guarantee free of any charge, lien or other encumbrance and the Buyer shall enjoy quiet enjoyment of the Goods.
2.2 The Supplier warrants and represents that it has obtained, and shall maintain and comply with and make available to the Buyer, all licences, clearances, consents and authorisations necessary for the provision of the Services to the Buyer and the purchase of the Goods by the Buyer and their use for all purposes for which the Buyer has made known to the Supplier or which the Supplier ought reasonably to be aware that they are required to be used for by the Buyer.
2.3 Risk and title in the Goods shall pass to the Buyer upon their safe delivery to, and completion of off loading at, the Buyer’s premises unless payment for the Goods is made prior to delivery when title shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract. The passing of risk and title in the Goods shall be without prejudice to any right of rejection which may accrue to the Buyer (whether under these Conditions or otherwise howsoever).
3 Price
3.1 The price for the Goods and/or Services (“Price”) stated in the Order is a fixed price and shall not be varied for any reason whatsoever unless expressly agreed in writing (excluding by email) by a duly authorised representative of the Buyer. If no Price is stated in the Order, the Price shall be the Supplier’s list price less the highest discount which it offers to any buyer at that time. Unless otherwise stated in the Order, the Price is inclusive of:
3.1.1 all charges for packaging, packing, carriage, import/ export clearances, shipping, insurance, delivery, unloading and unpacking of the Goods to the location specified by the Buyer and any duties, tariffs, imposts, levies or taxes (other than VAT); and
3.1.2 all goods, materials, plant, equipment, tools, transport and other items or services necessary to enable the Supplier to provide the Goods or Services.
3.2 Prices shall be invoiced in sterling (GBP) unless otherwise agreed in writing (including by email) by the parties.
4 Payment
4.1 Unless otherwise agreed in writing by duly authorised representatives of the Parties (excluding by email), payment of the Price shall be due to the Supplier no later than 60 (sixty) days after the end of the month in which:
4.1.1 the Goods are delivered to, and off-loading is completed at, the Buyer’s premises;
4.1.2 the Services are fully performed by the Supplier; and
4.1.3 a valid invoice for the Goods and/or Services is received by the Buyer,
whichever is later, except that that the Buyer shall not be obliged to pay any proportion of any invoice which is bona fide disputed by the Buyer.
4.2 To be valid, the invoice must quote the Buyer’s Order number and be sent to such address as notified by the Buyer to the Supplier from time to time.
4.3 The Buyer shall be entitled to set-off any liability of the Supplier to the Buyer against any liability of the Buyer to the Supplier whether under the Contract or otherwise and in each case, however arising.
4.4 The Price shall be exclusive of any applicable VAT (which shall be payable by the Buyer subject to receipt of a valid VAT invoice). VAT (if applicable) shall be shown separately on all invoices as a net extra charge.
4.5 Any undisputed sums payable which remain outstanding after the due date for payment, and which still remain outstanding after expiry of a 30 day notice from the Supplier to the Buyer stating that the sums are overdue, shall carry interest (both before and after judgment) on a daily basis at an annual rate equal to two per cent per annum above the official Bank Rate from time to time (as determined by the Bank of England’s Monetary Policy Committee).
5 Quality and Description
5.1 The Supplier shall provide the Goods and Services in accordance with the Contract and the Specification.
5.2 The Supplier warrants and represents that the Goods shall:
5.2.1 conform as to quantity, quality and description with the particulars stated in the Contract and as represented in any drawing, advertisement or brochure;
5.2.2 be free from defects in materials and workmanship and appropriately packaged;
5.2.3 correspond with the samples of the Goods (if any) provided by the Supplier to the Buyer and approved by the Buyer;
5.2.4 be in every way fit for the purpose for which the Buyer has expressly, or by implication, made known to the Supplier or where the Buyer does not make any purpose known to the Supplier for the purpose for which the Goods and/or Services are normally used;
5.2.5 where applicable, be manufactured and produced using the directions and techniques prescribed by the Buyer and shall use production equipment, methods and quality assurance procedures that meet the Buyer’s requirements; and
5.2.6 conform to the requirements of the Automotive Quality Standard IATF16949. The Supplier shall produce all documentation and other evidence required by the Buyer to confirm compliance to this standard.
6 Warranties
6.1 The Supplier warrants and represents that it shall at all times:
6.1.1 comply with its obligations under the Contract (including in its provision of the Services and Goods) in accordance with Good Industry Practice and the Buyer’s reasonable instructions from time to time;
6.1.2 comply with all applicable laws, regulations, codes of practice and usual or generally accepted industry standards and guidance that relate to the provision of the Services and Goods;
6.1.3 ensure that the Services are be performed by appropriately qualified, experienced and trained personnel;
6.1.4 co-operate with the Buyer and other service providers to the Buyer;
6.1.5 immediately notify the Buyer of any complaint by any third party which relates to the Services; and
6.1.6 whilst the Contract is on-going and for a period of six years thereafter, keep complete, accurate and up to date accounts and records adequate to demonstrate the Supplier’s compliance with the terms of this Contract and to allow the verification of any sums invoiced to the Buyer and make these available to the Buyer on request from time to time and allow access to relevant premises for the same purposes.
6.2 Where the Goods are to be provided and/or the Services are to be performed at the Buyer’s premises, observe and conform to, and use its best endeavours to ensure that its personnel and agents and others visiting the Buyer’s premises in connection with the supply of the Goods and/or Services observe and conform to, such rules and regulations as the Buyer may from time to time make for the orderly management of the Buyer’s premises and in the interests of safety and security.
6.3 The Supplier shall give the Buyer reasonable prior written notice if any of the Goods present a hazard to the health and safety of persons or property and shall mark the Goods with the relevant international danger symbols and ensure that all such Goods include a description of the material in English providing full details of all precautions to be taken by the Buyer on the delivery of the Goods and their subsequent use, storage or handling.
7 Inspection and Testing
7.1 The Buyer, or any third party appointed by the Buyer, shall have the right at all reasonable times to inspect the Goods and/or supervise the Services, the Supplier’s quality assurance procedures and any work in progress at the premises of the Supplier or any sub-contractor of the Supplier. If as a result of inspection or testing, the Buyer is not satisfied that the Goods and/or Services will comply in all respects with the Contract and the Buyer so informs the Supplier, the Supplier shall take such steps as are necessary to ensure compliance in line with the Buyer’s instructions.
7.2 Before despatching the Goods, the Supplier shall carefully inspect and test them to ensure that they comply in every aspect with the applicable requirements of Clauses 5 and 6 and shall supply the Buyer with the results of such inspection and testing. The Supplier shall, if requested by the Buyer, give the Buyer reasonable notice of such tests and the Buyer shall be entitled to be present or represented during such testing.
7.3 No inspection by the Buyer or any failure to reject the Goods pursuant to Clause 10 shall constitute acceptance of the Goods and/or Services. Any such inspection or supervision shall not relieve the Supplier of any obligation, responsibility or liability under the Contract or otherwise.
8 Quality Management
8.1 The Supplier shall ensure that the Goods and/or Services comply with all applicable standards for conformity of production, vehicle end of life and reusability, recyclability and recoverability and shall ensure that all necessary certifications, procedures and quality management procedures are implemented in order to comply with any such standards. The Supplier shall promptly provide the Buyer with such information as is requested by the Buyer from time to time relating to the conformity of production and vehicle end of life standards in the form requested by the Buyer.
8.2 The Supplier shall operate a quality department furnished with appropriate personnel, testing and measuring equipment and shall submit to the Buyer such information and quality reports as requested by the Buyer.
8.3 The Buyer shall (whilst the Contract is on-going and for a period of six years thereafter) have the right to audit the quality management system of the Supplier and shall have reasonable access to the Supplier's premises to carry out such audit. The Supplier shall, within the period set by the Buyer, comply with the quality recommendations made following any audit as set out herein.
8.4 The Supplier shall indemnify and keep indemnified the Buyer and its Associated Companies from and against any and all liabilities, damages and losses paid suffered or incurred by the Buyer or its Associated Companies arising out of or in connection with the design, development, manufacture or supply of the Goods, including any third party product liability claims and any product recalls.
9 Delivery
9.1 Time of delivery of the Goods and/or performance of the Services is of the essence of the Contract.
9.2 The Supplier shall deliver the Goods and/or provide the Services at any location specified by the Buyer on the Delivery Date.
9.3 The Buyer may reject any over or under deliveries and shall not be required to pay for any over deliveries.
9.4 If for any reason the Goods and/or the Services or any portion thereof are not supplied or completed on the Delivery Date (or any other date agreed in writing between the Buyer and the Supplier), the Buyer shall be entitled to terminate the Contract in respect of the Goods and/or Services not supplied or uncompleted as by the Delivery Date (or amended date agreed by the parties).
9.5 The Supplier shall immediately give notice to the Buyer of any likely delay in delivery of which it becomes aware and shall provide the Buyer with prompt and reasonable notice of the next possible delivery date.
9.6 In the case of an Order for Goods and/or Services by instalments over a period, deliveries and/or provisions and the corresponding payment obligations may be suspended on the giving of reasonable notice by the Buyer to the Supplier for any period during which the Buyer, for whatever reason, is unable to use the Goods and/or Services for the purpose for which they are required. Deliveries or provision of Goods and/or Services and the corresponding payment obligations suspended shall be resumed in accordance with the Contract on the Buyer giving reasonable notice to this effect.
9.7 All shipments of Goods must be accompanied by a despatch note bearing the number of the Buyer’s Order, part numbers (where applicable), quantities delivered and a statement as to whether the delivery is partial or complete. If the delivery is partial, the despatch note must list the remaining items and their expected delivery date.
9.8 The Buyer shall not be obliged to return to the Supplier any pallets, packaging or packing materials for the Goods whether or not any Goods are accepted by the Buyer.
9.9 The Supplier shall indemnify and keep indemnified the Buyer and its Associated Companies from and against any and all liabilities, damages and losses paid suffered or incurred by the Buyer or its Associated Companies arising out of or in connection with the late delivery of the Goods or late performance of the Services.
10 Rejection
10.1 The Buyer may, by notice to the Supplier, reject the Goods and/or Services or any part thereof which are not in accordance with the Contract. Any acceptance of defective, late or incomplete Goods or Services or any payment made, shall not constitute a waiver of any rights or claim the Buyer may have, including its right to reject.
10.2 When giving notice of rejection, the Buyer shall specify the reasons for rejection and return any rejected Goods to the Supplier at the Supplier’s risk and cost and no payment for the Goods shall be due from the Buyer. The Supplier shall also reimburse the Buyer for the reasonable cost of any handling, storage, returning or other expenses incurred by the Buyer in respect of any over delivered or rejected Goods.
10.3 Following rejection in accordance with this Clause 10, then without prejudice to any other rights or remedies it may have the Buyer shall be entitled (at its option in its absolute discretion) to require the Supplier to:
10.3.1 replace the rejected Goods and/or reperform the Services within a reasonable time (not exceeding 30 (thirty) days);
10.3.2 repair the Goods and/or correct the Services within a reasonable time (not exceeding 30 (thirty) days); or
10.3.3 repay to the Buyer all monies paid by the Buyer for the rejected Goods and/or Services,
and in addition the above, pay compensation for all losses, costs and expenses whatsoever incurred by the Buyer arising from the Supplier’s failure to provide the Goods and/or Services in accordance with the Contract (including the costs of procuring replacement Goods and/or Services).
10.4 Unless requested otherwise by the Buyer, the Supplier shall, at its own cost, destroy any Goods that are rejected by the Buyer or that do not pass the Supplier’s own quality control procedures and the Supplier shall not distribute any such items to any third party whatsoever.
11 Continuing Warranty
11.1 In the event that any of the Goods supplied under the Contract are defective, deficient or otherwise fail to comply with the terms of the Contract and such defect, deficiency or failure is notified to the Supplier within 60 (sixty) months (or such other period as may be agreed in writing between the parties) of the date when the Goods were put into service by the Buyer or its customer, then without prejudice to the Buyer’s other remedies and remedies under the Contract and at law, the Supplier shall (at the option of the Buyer) either repair or replace the relevant Goods, in each case without charge.
11.2 The obligation set out in Clause 11.1 shall also extend to any replacement Goods for a period ending 60 (sixty) months after the date of such replacement.
12 Care and Return of Buyer Items
12.1 All drawings, plans, specifications, photographs, moulds, dies, materials, patterns, designs, tooling or other items supplied by the Buyer or prepared or obtained by the Supplier for and at the cost of the Buyer (“Buyer Items”), and any Intellectual Property Rights therein, shall be and remain the property of the Buyer. The Supplier shall (i) maintain all Buyer Items in good order and condition, in secure and confidential conditions and fully and effectually insured for their full replacement value whilst in its custody and shall return them to the Buyer in good order and condition on completion of the Contract or as otherwise directed by the Buyer; and (ii) insure and indemnify the Buyer from and against any liabilities, damages or losses paid or suffered by the Buyer arising out of or in connection with any loss or damage to Buyer Items while they are in the Supplier’s custody and procure that the Buyer’s interest is noted on any such policy covering Buyer Items.
12.2 In the event that the Supplier fails to return any of the Buyer Items, the Buyer may, without prejudice to any other right, withhold all payments due to the Supplier until they are returned.
12.3 The Supplier shall: (i) not use, or permit to be used, any Buyer Items, or any property acquired by the Buyer and the Supplier on a shared costs basis, for or in connection with any purpose other than the supply of the Goods and/or Services to the Buyer unless such use is expressly authorised by the Buyer in writing; (ii) not change the Specification or otherwise modify any Buyer Items without the prior written consent of the Buyer; (iii) clearly mark all Buyer Items as the property of the Buyer and with any other identification or part numbers as requested by the Buyer; and (iv) not destroy, damage or assign any Buyer Items to any third party without the prior written agreement of the Buyer.
13 Intellectual Property Rights
13.1 All Intellectual Property Rights owned by the Parties on or prior to their co-operation with each other pursuant to the Contract ("Background IPR"), used or applied pursuant to the Contract, shall, as between the Buyer and the Supplier, remain the property of the Party who owned such Intellectual Property Rights prior to such date.
13.2 All Intellectual Property Rights created, developed or produced during the course of this Contract by or on behalf of the Supplier in providing Goods and Services (including any deliverables) ("Foreground IPR") shall immediately upon creation or performance vest in and shall be and remain the exclusive property of the Buyer and the Supplier shall acquire no right, title or interest in or to the same. The Supplier agrees to assign and hereby irrevocably and unconditionally does assign with full title guarantee all right, title and interest in all such Foreground IPR conferred by the law in force presently or at any future time in all and any part of the world for their for their full term and all renewals and extensions, together with all rights of action and remedies (including the right to sue for damages) in relation to infringements thereof accrued prior to entry into the Contract to the Buyer.
13.3 The Supplier will take all such actions and execute all such documents as may in the Buyer’s opinion be required to give effect to such assignment (including ensuring that any third parties who create such Foreground IPR on behalf of the Supplier or the Buyer have assigned such rights to the Supplier or directly to the Buyer and to enable the Buyer to obtain, defend or enforce its rights in any Goods or deliverables, and shall not do or fail to do any act which would or might prejudice the Buyer’s rights under this Clause 13.
13.4 The Supplier waives irrevocably all moral rights (including all rights of a similar nature or effect anywhere in the world) in or relating to all Goods and deliverables and will procure that such rights are waived by any third party (including any moral rights of any employee), so that the Buyer may use all Goods and deliverables in whatsoever way the Buyer determines.
13.5 To the extent any Goods, deliverables or the Services incorporate any Background IPR, the Supplier hereby grants to the Buyer (or shall procure that the Buyer is licensed without charge) a perpetual, worldwide, irrevocable, non exclusive, royalty free, sub-licensable licence to use all such Background IPR for the purpose of exploiting the Goods, deliverables and/or the Services.
13.6 The Supplier warrants and represents that the Goods and deliverables (including their use as envisaged by the Contract) and the performance of the Services shall not infringe any Intellectual Property Rights or other rights owned by any third party.
13.7 The Supplier shall indemnify and keep indemnified the Buyer from and against any and all liabilities, damages or losses paid, suffered or incurred by the Buyer or its Associated Companies arising out of or in connection with any demand, threat, claim or action by a third party alleging that:
13.7.1 the Goods, any deliverables or the performance of any of the Services infringe any Intellectual Property Rights or other rights of any third party;
13.7.2 ownership of the Intellectual Property Rights in the Goods or any deliverables has not vested in the Buyer in line with Clause 13.2 and/or the Buyer has not been granted a licence in any deliverables or Services incorporating the Background IPR in line with Clause 13.5.
14 Confidentiality & Publicity
14.1 The Supplier shall at all times keep the Confidential Information confidential using the highest degree of care. Unless it has the prior written agreement of the Buyer, the Supplier shall not:
14.1.1 disclose or make available the Confidential Information to any person, company or other entity, except as provided in Clause 14.2; or
14.1.2 use or exploit the Confidential Information in any way except as strictly necessary in the performance of the Contract.
14.2 Nothing in this Clause 14 shall prevent the Supplier from disclosing Confidential Information:
14.2.1 to those of its officers and employees reasonably required to have the same in order for the Supplier to perform its obligations under the Contract provided that the Supplier shall procure that such officers and employees comply with the provisions of this Clause 14;
14.2.2 to its insurers, auditors and professional advisors who require access to the Confidential Information under an obligation of confidentiality; and
14.2.3 as is required to be disclosed by the Supplier by an order of any court of competent jurisdiction or in connection with any proceedings of any such court or otherwise by force of law or regulation having the force of law or the rules of any regulatory authority or to the extent required by the rules of any applicable listing authority or stock exchange.
14.3 The Supplier shall on demand and on any termination surrender to the Buyer all documents, notes and memoranda relating to Confidential Information in its possession save to the extent that it is reasonable to enable the Supplier to retain evidence of its proper performance of the Contract.
14.4 The Supplier shall not, and shall procure that no person, company or other entity that directly or indirectly supplies the Supplier shall (including through imposing contractual obligations on its suppliers that are at least as onerous as those contained in this Clause 14.4):
14.4.1 without first obtaining the written consent of the Buyer (which may be withheld in its absolute discretion), in any way whatsoever advertise or publish the fact that the Supplier has contracted to supply to the Buyer the Goods and/or Services or otherwise publish any material using the Buyer or any Associated Company’s name, or the name and/or image of any car, driver, premises or employee of the Buyer or any Associated Company; or
14.4.2 use the trade name, logo, names, livery or other indicia belonging to the Buyer or any Associated Company or the image or likeness of any of the Buyer or any Associated Company’s products, premises, drivers or personnel in any form whatsoever without the Buyer’s prior written agreement.
14.5 The Supplier shall not place any name or logo on the Goods (including any name or logo belonging to the Supplier or the Buyer) other than as specifically permitted in the SOW. The Supplier hereby authorises the Buyer to publicise, if the Buyer so wishes, the fact that the Supplier is a supplier of products and/or services to the Buyer.
14.6 The Supplier shall indemnify and keep indemnified the Buyer and its Associated Companies from and against any and all liabilities, damages and losses paid, suffered or incurred by the Buyer and/or its Associated Companies arising out of or in connection with any breach by the Supplier or its officers, employees, agents or contractors of any of its or their obligations under this Clause 14.
15 Spare Parts
The Supplier shall supply the Buyer, for a period of 15 (fifteen) years from the final delivery of the Goods, such spare parts as the Buyer may from time to time require and such supply shall be at the price as set out under the terms of the Contract, unless otherwise agreed between the parties in writing.
16 Insurance
16.1 During the Contract and for a period of six years afterwards the Supplier shall maintain in force with reputable insurance companies public liability insurance, professional indemnity insurance, employer’s liability insurance and any other insurance policies in respect of any other risks that would normally be insured against by a prudent businessperson in connection with the risks associated with the Contract.
16.2 As and when it is reasonably required so to do by the Buyer, the Supplier shall produce to the Buyer copies of its certificates of insurance required by Clause 16.1 and written confirmation that the premiums payable thereunder have been paid when due and that such policies are still in force.
17 Plant, Equipment and Premises
17.1 Unless otherwise expressly stated in the Contract, the Supplier shall provide all plant and equipment necessary to enable it to supply the Goods and/or perform the Services.
17.2 The Supplier will be solely responsible for the safe and secure storage of its plant, equipment and materials on the site and the Buyer shall have no liability for any damage to or loss of such plant, equipment or materials.
17.3 Where the Contract involves works being carried on at the Buyer’s premises or sites, the Supplier and its employees, sub-contractors and agents working on or about the Buyer’s premises or sites are obliged to observe all relevant statutory rules and regulations and rules or processes of the Buyer applicable to the premises or site. All personnel working within the Buyer’s premises or sites must report to the Buyer’s designated representative before commencing such work.
18 Supplier Personnel
18.1 The Supplier shall indemnify and keep indemnified the Buyer and the Buyer’s Associated Companies from and against all liabilities, damages, losses, fines, expenses, disbursements and costs (including legal costs on a full indemnity basis) paid, suffered or incurred by any of them arising out or in connection with:
18.1.1 any actual or alleged transfer, at any time, of the employment or engagement of any employees, workers or subcontractors or other personnel (whether employed or engaged directly or otherwise) (“Supplier Personnel”) by operation of law to the Buyer or any replacement supplier, or any Associated Companies of the Buyer including in respect of: (i) the employment or engagement of any such person; (ii) the redundancy of or termination of the employment or engagement of any such person; and (iii) any other claim made by or in respect of any such person for which it is alleged the Buyer, any replacement supplier or any Associated Companies may be liable;
18.1.2 any finding or allegation that any member of the Supplier Personnel does not have the legal right to work in the UK in their current role at the relevant location during the term of this Contract; and
18.1.3 any claim by HMRC that Chapters 7, 8, 9 or 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 apply to the provision of Services or the payment of the Price pursuant to the Contract.
19 Termination
19.1 The Buyer shall be entitled to cancel the Contract in respect of all or part only of the Goods and/or the Services by giving notice to the Supplier at any time prior to delivery of the Goods or performance of the Services (as the case may be).
19.2 The Buyer shall be entitled to terminate the Contract without liability to the Supplier by giving written notice to the Supplier at any time if:
19.2.1 the Supplier suffers an Insolvency Event;
19.2.2 the Buyer reasonably considers that the Supplier is about to suffer an Insolvency Event and notifies the Supplier accordingly; or
19.2.3 the Supplier commits a material breach of the Contract which is not remediable or, if remediable, is not remedied within 7 (seven) days after having received written notice from the Buyer requiring the same.
19.3 Where only part of the Services under the Contract are terminated by the Buyer:
19.3.1 the Contract shall continue in full force and effect in accordance with its terms in relation to all other Services and/or Goods which are not terminated; and
19.3.2 the Price shall be fairly adjusted and reduced to reflect the Services and/or Goods that are terminated.
19.4 Where the Buyer terminates the Contract due to the Supplier’s failure to provide the Goods and/or Services in accordance with the Contract (including late delivery), the Buyer shall be entitled to recover from the Supplier compensation for all losses, costs and expenses incurred by the Buyer arising from the same (including the costs of procuring replacement Goods and/or Services).
19.5 On termination of the Contract, however arising, the Supplier shall if requested co-operate with the Buyer and/or any replacement supplier to facilitate the orderly transfer of the affected Services to the Buyer and/or any replacement supplier.
20 Data Protection
20.1 Where in the course of performing its obligations under the Contract, the Supplier processes personal data, the parties agree that:
20.1.1 for the purposes of the applicable UK data protection laws, the Buyer shall be the controller and the Supplier shall be the processor and the provisions of Article 28 of the General Data Protection Regulation (as retained under UK law and including any relevant amendments or updates) shall apply as if the relevant provisions were included in full in this Contract;
20.1.2 such processing shall be as follows (which may be updated by the parties in writing from time to time): (i) the subject-matter, nature and purpose of the processing is the performance of the Services; (ii) the duration of the processing is during the term of the Contract and for such further time as the parties shall agree in writing; (iii) the types of personal data are as applicable for the provision of the Services and may include name, contact details, work details; (iv) the categories of data subjects are any individuals whose personal data may be processed in the course of the provision of the Services;
20.1.3 the Supplier shall not (and shall procure that its sub-contractors shall not) process any personal data outside the United Kingdom except where (i) permitted by UK data protection laws and (ii) the Buyer has been given its prior written consent to the relevant transfer;
20.1.4 the Supplier shall comply with all applicable data protection laws (including local, national and international) in connection with its obligations under the Contract;
20.1.5 the Supplier shall notify the Buyer within 24 hours if it receives any communication from an individual data subject or from any supervisory authority in relation to the processing of such personal data and not respond to any such requests without the Buyer’s prior written consent; and
20.1.6 the Supplier shall notify the Buyer immediately (and in any event within 24 hours) on becoming aware of any personal data breach and take appropriate steps to remedy this.
21 Data Security
21.1 The Supplier shall implement and maintain at all times a written information security programme, including appropriate policies, procedures and risk assessments sufficient to (i) ensure the confidentiality and integrity of all Buyer Data and the Supplier’s systems used to process or store the Buyer Data; and (ii) ensure compliance with applicable data security laws and industry accepted information security practices.
21.2 The Supplier shall implement administrative, physical and technical safeguards to protect Buyer Data from unauthorised access, acquisition, disclosure, destruction, alteration, accidental loss, misuse or damage that are no less rigorous than accepted industry practices and shall ensure that all such safeguards comply with applicable data protection laws as well as the terms of the Contract.
21.3 Without prejudice to the other sub-Clauses in this Clause 21, the Supplier shall maintain (i) independent certification of an Information Security Management System, as defined in ISO27001; and (ii) UK NCSC Cyber Essentials Plus certification and (in each case) shall provide evidence of the same to the Buyer on the Buyer’s request.
21.4 The Supplier shall notify the Buyer as soon as practicable, but no later than twenty-four (24) hours after the Supplier becomes aware of any security breach of its (or its sub-contractors) systems. The Supplier agrees to fully cooperate with the Buyer in its handling of the matter, including: (i) assisting with any investigation; (ii) providing the Buyer with physical access to the facilities and operations affected; and (iii) making available all relevant records, logs, files, data reporting and other materials required to comply with applicable laws, regulations, industry standards, codes of practice or as otherwise reasonably required by the Buyer.
21.5 The Supplier shall, at its own expense, immediately contain and remedy any security breach and prevent any further security breach, including, taking any and all action necessary to comply with applicable privacy rights, laws, regulations and standards and to mitigate any loss or damage to the Buyer and/or its Associated Companies.
22 Artificial Intelligence
22.1 The Supplier shall not use artificial intelligence in the provision of the Services and/or Goods without the prior written consent of the Buyer. Notwithstanding the foregoing, the Supplier warrants and represents that:
22.1.1 the Supplier shall be responsible and liable for all artificial intelligence used in the provision of the Services and Goods (including any artificial intelligence provided by a third party) including for the acts, defaults and neglects resulting from the use of the same;
22.1.2 the Supplier shall not use any Buyer Data (except where in aggregate, anonymised form) in the training of the Supplier’s or any third parties’ artificial intelligence tools, artificial intelligence models or large language models;
22.1.3 the Services and Goods (including outputs from any artificial intelligence tools) shall be accurate, reliable and free from bias, discriminatory or offensive language and the Supplier shall ensure appropriate human oversight over the use of any artificial intelligence tools deployed by the Supplier in providing the Services and Goods to ensure the Services are provided in compliance with these Conditions. The Supplier shall notify the Buyer promptly where the Supplier becomes aware of a breach of this warranty and shall promptly take appropriate remedial action;
22.1.4 the Supplier shall facilitate effective migration of the Buyer Data at the end of its provision of the Services and/or Goods to the Buyer under a Contract;
22.1.5 any use of artificial intelligence in the provision of the Services and/or Goods will be in compliance with any applicable laws, regulations or mandatory guidance regarding the use of artificial intelligence;
22.1.6 the Buyer Data and any artificial intelligence models used in the provision of the Services and/or Goods will be logically or physically segregated from other customers of the Supplier and that the Supplier will deploy isolation controls to prevent cross tenant exposure; and
22.1.7 the Buyer Data will be stored and processed only in the United Kingdom, European Union or such other jurisdictions and locations as are agreed in the Contract.
The above warranties apply to the exclusion of anything stated to the contrary in the documents forming part of the Contract.
22.2 The Supplier shall immediately notify McLaren of any intellectual property or data protection issues in connection with the artificial intelligence being used in the provision of the Services and/or Goods.
23 Supplier Code
23.1 The Supplier shall (and shall use best endeavours to ensure that each of the Related Parties shall):
23.1.1 comply with the Supplier Code and keep appropriate records to evidence this;
23.1.2 engage openly and constructively with the Buyer in relation to its compliance with the Supplier Code including any concerns raised by the Buyer or requests for evidence; and
23.1.3 without prejudice to Clauses 23.5 to 23.7, promptly notify to the Buyer and remedy any non-compliance with the Supplier Code.
23.2 The Supplier shall confirm on an annual basis (and promptly on request by the Buyer from time to time): (i) its compliance with the Supplier Code; and (ii) where applicable, any non-compliance including providing reasons and proposed remedial action.
23.3 The Buyer may whilst the Contract is on-going and for a period of six (6) years thereafter conduct inspections and audits in relation to the Supplier and each Related Party’s compliance with the Supplier Code (including access to premises, personnel and records on reasonable notice by the Buyer or without notice where the Buyer reasonably suspects non-compliance with the Supplier Code), either directly or through a third party, on an annual basis or more frequently where justified in the Buyer’s reasonable opinion. The Supplier shall cooperate fully and transparently with the Buyer and/or its third party representatives in respect of such audits and inspections.
23.4 If the Buyer identifies a material breach of the Supplier Code by the Supplier or a Related Party, and/or the Supplier fails to comply with its obligations in this Clause 22, the Buyer may (in its absolute discretion):
23.4.1 terminate the Contract in whole or in part by giving notice to the Supplier;
23.4.2 require the Supplier to suspend supply of part or all of the Goods and/or Services during which time any payment obligations of the Buyer shall be suspended; and/or
23.4.3 withhold payment of any outstanding sums payable to the Supplier under the Contract.
23.5 If the Buyer identifies any non-compliance by the Supplier with the Supplier Code, it may serve a notice on the Supplier requiring remediation including outlining any non-compliance and required actions (“Remediation Notice”). The Supplier shall submit a draft remediation plan (“Remediation Plan”) within such timings as are specified by the Buyer in the Remediation Plan.
23.6 The Buyer shall either approve the draft Remediation Plan or inform the Supplier why it cannot accept the draft Remediation Plan. The Supplier shall promptly address any concerns raised by the Buyer in a revised Remediation Plan. Where the parties cannot agree a Remediation Plan within a reasonable period of time following the Supplier’s receipt of the Remediation Notice, the Buyer may exercise its rights under Clause 23.4.
23.7 Once agreed, the Supplier shall immediately start work on the actions set out in the Remediation Plan and shall successfully complete the Remediation Plan in line with the required timings.
24 Force Majeure
24.1 In the case of a Force Majeure Event affecting the performance of a Party’s obligations under the Contract, the Party so affected (“Affected Party”), upon giving prompt notice with reasonable details to the other Party, shall be excused from the performance of its obligations to the extent that and for so long as non-performance results directly from the Force Majeure Event.
24.2 The Affected Party shall use its reasonable endeavours to mitigate the consequences of Force Majeure Events, co-operate with the other Party in finding alternative ways and means of fulfilling its obligations affected by Force Majeure Events, and provide full performance hereunder without delay whenever a Force Majeure Event ceases.
24.3 In the event the Force Majeure Event causes disruption over a period of two (2) months or longer, the Buyer may terminate the Contract on written notice to the Supplier. No payment of the Price or other fees shall be due under the Contract relating to any Services or Goods not provided in accordance with the Contract due to a Force Majeure Event.
25 Assignment and Sub-contracting
The Supplier shall not, without the prior consent in writing of the Buyer (which may be withheld in its absolute discretion), assign, transfer, charge or hold on trust for another all or any of its rights or sub-contract any of its obligations under the Contract in whole or in part to any third party. In the event that the Buyer gives such consent, the Supplier shall nevertheless remain fully responsible for the acts and defaults of such assignee or sub-contractor.
26 Third Party Rights
26.1 No person, company or other entity who is not a Party to the Contract shall have any rights to enforce any terms of the Contract, except that, subject to the remaining terms of these Conditions, to the extent determined from time to time by the Buyer, each of the Buyer’s Associated Companies shall be entitled in its own right to enforce all rights and indemnities under the Contract expressed to be in favour of the Buyer as if such rights and indemnities were expressed to be for the benefit of the relevant third parties.
26.2 The Buyer shall be entitled (but not required) to bring actions against the Supplier for losses, costs, expenses and liabilities incurred by the Buyer’s Associated Companies in connection with the matters referred to in Clause 26.1 or incurred by any replacement supplier in connection with Clause 18 and in those circumstances, such amounts shall be treated as the losses, costs, expenses and liabilities of the Buyer.
26.3 The Parties may by agreement terminate, rescind or vary the terms of the Contract (including this Clause 26) at any time and in any way without the prior consent of or notice to Buyer’s Associated Company. No third parties may assign or otherwise transfer any of their rights referred to in this Clause 26.
27 Miscellaneous Provisions
27.1 Unless expressly stated to the contrary in these Conditions, any words or phrases following the expression “including” and “include” or similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those expressions. Any words preceding he expression “other” or any similar expression shall be considered illustrative and shall not limit the sense of the words following those expressions.
27.2 No variation of this Contract shall be effective unless and until it is made in writing (excluding by email) and signed by duly authorised representatives of each of the parties.
27.3 All the Goods and Services shall be supplied subject to these Conditions which shall apply to the exclusion of any other terms or conditions submitted by the Supplier. The Contract constitutes the entire agreement and understanding between the Buyer and the Supplier in respect of the Goods and/or Services to the exclusion of all other terms and conditions and supersedes all prior representations, understandings, arrangements and agreements between them relating to such subject matter (whether oral or in writing).
27.4 If any provision (or part thereof) of these Conditions shall be found to be invalid, ineffective or unenforceable, the invalidity, ineffectiveness or unenforceability of such provision (or part thereof) shall not affect any provision (or the remainder of the provision of which such invalid, ineffective, or unenforceable part forms part).
27.5 The Buyer’s rights and remedies as defined in these Conditions are cumulative and shall be without prejudice to any other rights, either at common law or under statute, which the Buyer may have against the Supplier. Any failure to exercise or delay by the Buyer in exercising a right or remedy arising in connection with these Conditions or by law shall not constitute a waiver of such right or remedy or any other rights or remedies, nor shall any waiver by the Buyer of any breach operate as a waiver of any subsequent or continuing breach thereof.
27.6 Any notice given under the Contract shall be in writing and may be served by leaving it at, or by sending it by pre-paid first class post or recorded delivery to, the intended recipient’s address, or by sending by email. The address of a Party for service of notices for the Buyer is as set out in Clause 28 (or in the case of email is [email protected] for the Buyer) and for the Supplier is the address set out in the Order or SOW (or in the case of email, the email address of any main Supplier contact for the Buyer) or such other address as a Party may designate by notice given in accordance with this Clause. Addresses to the Buyer should be for the attention of the Chief Procurement Officer and Director of Legal. A notice is deemed to be received when left at the recipient’s address or, if sent by pre-paid first class post or recorded delivery, 48 hours from the date of posting, or if sent by email at the time of sending (provided no automatically generated notification of a delivery failure is received by the sender within 24 hours of the time of sending). If such deemed receipt is not within business hours (being between 9.00 am and 5.00 pm on a Business Day), the notice is deemed to be received when business hours next commence.
27.7 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 or claims) shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales, save that the Buyer shall have the right, as claimant, to initiate proceedings against the Supplier in any other court of competent jurisdiction.
28 Definitions
In these Conditions the following terms shall have the following meanings defined below.
28.1 "Associated Company" means in relation to a party, any group undertaking (as defined in section 1161 of the Companies Act 2006) of that party, in each case from time to time and in the case of the Buyer, shall also be deemed to include McLaren Racing Limited (company number 01517478) unless otherwise notified by the Buyer to the Supplier;
28.2 "Business Day" means any day other than a Saturday or a Sunday or public holiday in England and Wales;
28.3 "Buyer" means McLaren Automotive Limited (company number 01967717 with registered office address Mclaren Technology Centre, Chertsey Road, Woking, Surrey, GU21 4YH);
28.4 “Buyer Data” means all information, including Confidential Information, Intellectual Property Rights, data and personal data, however it is conveyed or received, that (without prejudice to the foregoing) relates to the customers, business affairs, development, trade secrets, business plans, know-how, personnel or suppliers of the Buyer or any Associated Company of the Buyer together with any information derived from any of the above;
28.5 "Conditions" means these conditions of purchase;
28.6 “Confidential Information” of the Buyer means all information, in whatever form, disclosed, made available by, or otherwise emanating from the Buyer or any of its Associated Companies in connection with the Contract, Goods or the Services, but excluding information which: (i) at the time of disclosure is in the public domain or which after disclosure becomes part of the public domain otherwise than by breach by the Supplier of the provisions of the Contract; (ii) was demonstrably already in the possession of the Supplier at the time of disclosure; or (iii) was received by the Supplier after disclosure from a third party who was not required to hold it in confidence;
28.7 "Contract" means the contract between the Buyer and the Supplier consisting of the Order, any SOW, these Conditions and any other additional terms agreed by the parties in writing (excluding email) and signed by duly authorised representatives of the parties (“Additional Terms”). Should there be any inconsistency between the documents comprising the Contract, the following order of precedence applies: Additional Terms, SOW, Conditions, then Order;
28.8 "Delivery Date" means the date or dates specified in the SOW or Order for the delivery of the Goods or the supply of the Services;
28.9 “Force Majeure Event means events beyond the reasonable control of the Party affected, which prevent or delay in total or in part the carrying out of its obligations (including fire, flood, accidents, war, riots, insurrection, civil disturbance, acts of government, governmental regulations) in each case, to the extent these are unforeseeable and unavoidable but excluding transportation difficulties, sub-contractor difficulties, strike, lock out or other labour disputes of the Supplier or third parties;
28.10 “Good Industry Practice” means using standards, practices, technology and procedures and exercising that degree of skill and care, diligence, efficiency, timeliness and foresight which would reasonably be expected from a highly skilled and experienced provider of services or goods the same as or similar to the relevant Services or Goods under the same or similar circumstances;
28.11 "Goods" means all the goods and materials covered by the SOW or Order;
28.12 “Insolvency Event” means where such Party ceases or threatens to cease to trade (either in whole, or as to any part or division involved in the performance of the Contract ), or becomes or is deemed insolvent, suspends or threatens to suspend payment of its debts, is unable to pay its debts as they fall due or , or if a distress, execution or other legal process is levied against any of its assets which is not discharged or paid out in full within three Business Days, or if any corporate action, application, petition, order, proceeding, appointment, commencement of negotiation, proposal or other step or right to appoint becomes available, is taken or made by or in respect of it for any composition, compromise or arrangement with any of its creditors generally, any restructuring plan, scheme of arrangement, voluntary arrangement or moratorium, its winding up, dissolution, administration, bankruptcy or receivership or the appointment of an administrative receiver, administrator or manager to the whole or any part of its income, assets or business (in each case where applicable except for the purpose of solvent amalgamation or reconstruction), or a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Supplier's assets and such attachment or process is not discharged within fourteen (14) days or if any similar or analogous procedure, action or event occurs in any jurisdiction in which the Supplier is incorporated, resident or carries on business;
28.13 “Intellectual Property Rights” means all intellectual and industrial property rights, including patents, rights in registered and unregistered trade marks (including domain names), rights in registered and unregistered designs, utility models, trade or business names, confidential information, trade secrets, know-how, database rights, topography rights, passing-off rights, and copyright (including moral rights), performer protection rights or other industrial, intellectual or commercial rights (including rights in any invention, discovery or process), and applications for registration of any of the foregoing, and the right to apply therefore, in each case in any part of the world;
28.14 "Order" means the purchase order or first four weeks of any scheduling agreement placed by the Buyer for the supply of the Goods and/or Services and signed by a duly authorised representative of the Buyer together with any Specifications and any amendments thereto communicated by the Buyer to the Supplier;
28.15 “Related Parties” means the Supplier’s Associated Companies and sub-suppliers, and the Supplier’s Associated Companies’ sub-suppliers;
28.16 "Services" means the services covered by the Order or SOW or provided ancillary to the sale of the Goods;
28.17 “SOW” means any statement of work or schedule between the parties setting out the Goods and Services and any other commercial details (where applicable);
28.18 "Specifications" means the technical description (if any) of the Goods and/or Services contained or referred to in the Order or SOW;
28.19 "Supplier" means the person, company or other entity to whom the Order is addressed;
28.20 "Supplier Code" means the Buyer’s code of conduct for its suppliers, including in relation to environmental, social, governance and sustainability matters, as updated from time to time on the Buyer’s website;
28.21 “VAT” means valued added tax as imposed in the UK by the Value Added Tax Act 1994.