1.DEFINITIONS - In these conditions
"Company" means Fluorocarbon Group (No.05847899) whose registered office is at Unit C Argyle Gate, Argyle Way, Stevenage, Hertfordshire, SG1 2AD; or where applicable, such other member of the Fluorocarbon Group of Companies as appears on the Confirmation of Order including Fluorocarbon Limited (No.00693240) whose registered office is at Unit C Argyle Gate, Argyle Way, Stevenage, Hertfordshire, SG1 2AD, and Fluorocarbon Polymers SRL (No.25947680) whose registered office is at Dunarii Street No. 277, C10 Building, Alexandria, Teleorman County, Romania;
"Customer" means the person, firm or company with whom a contract for the sale and purchase of Goods is reached;
"Goods" means the products which are the subject matter of an order; “Order" means the order placed by the Customer for the supply of the Goods.
"Subsidiary and/or holding company" shall have the respective meanings set out in section 736 of the Companies Act 1985.
2.GENERAL
(a) The terms of business set out below cancel all previous issues.
(b) These terms, as re-issued or revised by the Company from time to time, apply to all Orders placed with the Company whether present or future and such Orders that are subject to acceptance by the Company should be deemed to be made subject to these terms. No variation to these conditions shall be binding unless expressly agreed to in writing by a director of the Company.
3.OFFER
None of the Company's catalogues, price lists and/or sales literature constitutes an offer made by the Company and no associated illustrations, specifications, performance schedules or other information shall be deemed to be part of any contract between the Company and the Customer.
4.PRICE
(a) The price of the Goods shall be as set out in the Company's current quotation except as otherwise settled by the Company. The price for the Goods shall be the price ruling at the date of their despatch and shall be exclusive of VAT.
(b) Prices agreed are exclusive of packing and carriage which shall be charged at the cost of despatch unless otherwise stated in the Company's confirmation of Order.
(c) The Customer shall not be entitled to make any deduction from the price of the Goods whether in respect of any right or alleged right of set-off or counterclaim.
5.DELIVERY
(a) The Company will deliver the Goods ordered to the address specified by the Customer but from the time of despatch of the Goods from the Company's premises or designated warehouse or depot until such delivery, the risk of any loss or damage to or deterioration of the Goods howsoever arising shall be borne by the Customer.
(b) Any despatch date or delivery time specified is a business estimate only and the Company shall not be liable for any loss suffered by reason of any failure to comply therewith.
(c) The Company shall be entitled to deliver part only of the Goods and the Company shall not be liable for any loss suffered by reason of any failure to fully comply with the terms of any Order.
(d) Any delivery date stated on any Order will be treated by the company as a request that the Goods be despatched from the Company's premises or designated warehouse or depot at that date but shall not be a term of this agreement.
6.EXPORT
(a) Where the Goods are supplied for export from the United Kingdom, the provisions of this condition shall (subject to any special terms agreed in writing between the Customer and the Company) apply and where inconsistent with any other provision of these Conditions shall take precedence.
(b) The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
(c) Unless otherwise agreed in writing between the customer and company; the goods shall be Delivered EXW (incoterms®2010) at the location specified in the Sales Confirmation
(d) The customer shall be responsible for arranging for testing and inspection of the Goods at the Company's premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and is made after shipment, or in respect of any damage during transit.
(e) Unless credit terms are specifically agreed payment of all amounts due to the Company shall be made by irrevocable letter of credit opened by the Customer in favour of the Company and confirmed by a bank in England acceptable to the Company or, by advanced payment prior to despatch of the goods.
7.PAYMENT
(a) Except where payment is made in accordance with condition (b) below, the delivery of the Company's invoice and accompanying statement constitutes a request for immediate payment and delivery of the Goods shall not be made until payment is received in full.
(b) Where the Customer maintains a credit account with the Company, payment for the Goods shall be due in full in the currency named on the invoice.
(c) Remittances to be made by BACS or Wire payable to the bank account supplied on the invoice and remittance advice sent to the address also provided.
(d) All invoices payable by the purchaser shall be paid as per terms and conditions of invoice. If an invoice is not paid within this required period then the Company may charge interest at the statutory rate in force from time to time on any overdue sum up to the date of judgment. Delay in payment shall further entitle the Company to delay, suspend or cancel further deliveries to the Customer.
(e) The Company reserves the right any time at its absolute discretion to demand immediate payment on any account whether due or not.
(f) If the goods or services are delivered/completed in instalments, the Company shall be entitled to invoice and receive payment for each instalment as and when each instalment is delivered/completed notwithstanding non-delivery/non-completion of other instalments or other default by the Company.
8.PASSING OF PROPERTY
(a) Notwithstanding delivery of the Goods to the Customer or into custody on the Customer's behalf, legal and equitable ownership of the Goods shall remain with the Company until all indebtedness of the Customer to the Company whether in respect of the Goods themselves or any other goods on the premises and in such a manner that they are readily identified as the property of the Company. Until such time as the property has passed the Company shall be entitled to repossess the Goods (in whole or in part) from any premises where they are held. Throughout such time that the Goods remain the property of the Company the Customer shall insure the same for their full replacement value to the reasonable satisfaction of the Company with a reputable insurance company.
(b) The Customer may sell the Goods by way of bona fide sale in the ordinary course of business on its standard terms and conditions and by way of sale as principal (not as agent) but not otherwise deal with, sell, part with possession of, consume or otherwise dispose of the Goods until title thereto is passed to the Customer in accordance with (a) above;
(c) The Customer's licence in (b) above shall forthwith terminate automatically (without notice) upon the Customer being in breach of any of these Conditions if the Customer becomes bankrupt or has a bankruptcy petition served on him or has a receiving order made against him or, if the Customer is a company, has a receiver appointed of all or any part of its property or if a petition shall be present or a resolution passed to wind-up the Customer or if any sums due to the Company from the Customer become overdue, and the Company may without prejudice to any other rights or remedies available to it without notice terminate all or any part of any contract with the Customer or suspend or cancel deliveries there under.
(d) In furtherance of (c) above the Customer gives the Company irrevocable authority without notice to enter the premises of the Customer for the purpose of collecting and removing the Goods.
9.WARRANTIES
(a) Unless expressly stated otherwise no condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the goods supplied or that they will be suitable for any particular purpose or for use under any specific conditions notwithstanding that such purpose or conditions may be known or made known to the company. The customer shall be responsible for arranging for testing and inspection of the goods at the company's premises before delivery.
(b) Except where the Goods are sold under a consumer sale (as defined by the Sale of Goods Act 1979), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
(c) No claims for breach of warranty or condition shall be valid unless the Customer has paid in full the price of the Goods and of any other goods that have been supplied by the Company to the Customer.
10.LIABILITY
(a) Nothing herein shall be interpreted as excluding or restricting any legal liability of the Company for death or personal injury resulting from the negligence of the Company, Its employees, agents or sub-contractors or as excluding or restricting any of the Company's legal obligations arising under Section 12 of the Sale of Goods Act 1979 as amended.
(b) Save as set out in paragraph (a) above, in no event shall the company's liability to the customer in any manner whatsoever (whether under the law of contract, tort or otherwise) in respect of the goods exceed the price actually paid by the customer for the relevant goods.
(c) Save as set out in paragraph (a) above, the company shall in no circumstances be liable for loss of profit, income, goodwill or any loss arising from any claim against the customer or by any third party, or any consequential or indirect loss, damage or expense of any kind howsoever caused or arising.
11.DEFECTS
Goods represented by the Customer to be defective shall not form the subject of any claim by the Customer unless the claim complies strictly with the procedure set out below;
(a) Any claim must be made in writing to the Company within 14 days of the date of delivery of such Goods. The Customer gives all necessary authority and assistance to enable the Company to ascertain or verify the nature and cause of the defect claimed and to carry out its obligations hereunder. The Company's obligation under this condition is limited to replacing or, at its option, repairing any part of the Goods that are delivered with or develop any defect or granting the Customer a credit or refund for the value of the goods delivered;
(b) The Company shall be under no liability whatsoever in respect of any defect resulting from inaccurate or incomplete information supplied by the Customer affecting the design, specification, use or operation of the Goods (or any part thereof); and
(c) The Company shall be under no liability whatsoever to repair, replace or make good any loss, damage or defect which results from wear and tear, accident, neglect, misuse or any of the events referred to in condition 17 occurring after the delivery of the Goods to the Customer (or its agent).
12.CANCELLATION
No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
13.SAMPLES
The production or exhibition of a sample of the Goods prior to the placing of an Order shall not be taken to constitute a sale by sample.
14.SALE BY DESCRIPTION
The description given to the Goods in any quotation, order or confirmation of order is, for the purpose of identification only and the use of such description shall not constitute a sale by description.
15.PATENTS
No patents licence is granted or employed by the Company and no warranty is given against infringement of the patent of a third party. The Customer shall indemnify the Company against all costs, claims, demands and expenses arising from compliance by the Company with the Customer's design and specification.
16.TOOL CHARGES
In the event that a charge or partial charge is made by the Company for the manufacture or adaptation of special tools such special tools shall not be deemed to form part of the Goods and the property and the said special tools shall remain with the Company.
17.STATUTORY AND OTHER REGULATIONS
If the cost to the Company of performing its obligations under these conditions shall be increased by reason of the making or amendment after the date of tender of any law or of any order, regulation of by-law having force majeure that shall affect the performance of its obligations under these conditions, the amount of such increase shall be added to the contract price.
18.FORCE MAJEURE
Neither the Company nor the Customer shall be liable for any delay or failure in performance hereunder resulting from or attributable to Acts, events, omissions, accidents or Acts of God or other circumstances beyond the reasonable control of the party to perform them and the performance of such obligations shall be suspended for such time as the circumstances aforesaid last and the party affected shall not be liable for any delay occasioned thereby. Provided that if such delay shall extend beyond a reasonable time the party not affected by the circumstances aforesaid may by notice in writing cancel any or all deliveries not made and no liability shall by reason of such cancellation attach to either party. The foregoing shall in no circumstances apply to the Customer's obligation to make payment for goods delivered to it under the Contract.
19.LAW
The provisions of this Agreement shall be governed by and construed according to the laws of England and the contracting parties hereby accept the exclusive jurisdiction of the English Courts
20.SEVERANCE
If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
21.WAIVER
No waiver by the Company of any breach of these conditions shall be considered a waiver of any subsequent breach of the same or any other condition.
22.HEADINGS
The headings of these conditions do not form part of the conditions and shall not affect the interpretation. Issue (28.9.05)
23.GENERAL DATA PROTECTION REGULATIONS 2018
The Company may share data with the Customer in respect of its employees, including but not limited to names and contact details, necessary for the purposes of legitimate interests pursued by the Company where that necessity has not been overridden by the interests, rights or freedoms of the employees concerned. The data will be shared for a period of time in order for the Fluorocarbon to fulfil the conditions of the Purchase Order to the Customer.
The Customer may only use this data with permission of the Company (unless required by law to act without such instructions). The Customer must ensure that people processing the data are subject to training and compliant with the company privacy, processing and retention policies. The Customer must take appropriate measures to ensure the security of processing. The Customer must only engage a sub-processor with the prior consent of the Company and a written contract. The Customer must assist the Company in providing subject access and allowing data subjects to exercise their rights under the General Data Protection Regulations. The Customer must assist the Company in meeting its General Data Protection Regulations obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments. The Customer must delete or return all personal data to the Company as requested at the end of the duration of the Purchase Order. The Customer must submit to audits and inspections, provide the Company with all requested information required to ensure that they are both meeting their General Data Protection Regulations Article 28 obligations, and tell the Company immediately if it is asked to do something infringing the General Data Protection Regulations or other data protection law of the EU or a member state. Nothing within these terms and conditions relieves the Customer of its own direct responsibilities and liabilities under the General Data Protection Regulations.
To see a list of our General Data Protection Regulation Policies, select ‘GDPR’ here
1.) Interpretation
1.1) In these Purchase Terms:
“Buyer” means Fluorocarbon Group (registered in England under Number 05847899/889 7598 18);
“Contract” means the contract for the sale and purchase of the Goods and the supply and acquisition of the Services;
“Delivery Address” means the address stated on the Order;
“Goods” means the goods (including any instalment of the goods or any part of them) described in the Order;
“Order” means the Buyer’s purchase order which refers to these Purchase Terms;
“Price” means the price of the Goods and/or the charge for the Services;
“Purchase Terms” means the standard terms of purchase set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller;
“Seller” means the person so described in the Order;
“Services” means the services (if any) described in the Order;
“Specification” includes any plans, drawings, data or other information relating to the Goods or Services; “Writing”, and any similar expression, includes facsimile transmission and comparable means of communication.
1.2) Any reference in these Purchase Terms to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
1.3) The headings in these Purchase Terms are for convenience only and shall not affect their interpretation.
2.) Basis of purchase
2.1) The Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services subject to these Purchase Terms.
2.2) These Purchase Terms shall apply to the Contract to the exclusion of any other terms on which any quotation has been given to the Buyer or subject to which the Order is accepted or purported to be accepted by the Seller.
2.3) No variation to the Order or these Purchase Terms shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.4) Confirmation. The Buyer is under no obligation in respect of any Order placed until the Buyer receives written confirmation from the Seller accepting the Terms and Conditions specified on the Order. If a Seller fails to provide written confirmation but nevertheless delivers Goods or Services in passing or whole, the Buyer will consider the Terms and Conditions were unconditionally accepted.
3.) Specifications
3.1) The quantity, quality and description of the Goods and the Services shall, subject as provided in these Purchase Terms, be as specified in the Order and/or in any applicable Specification supplied by the Buyer to the Seller or agreed in Writing by the Buyer.
3.2) Any Specification supplied by the Buyer to the Seller, or specifically produced by the Seller for the Buyer, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer, and the Seller assigns with full title guarantee to the Buyer all such copyright, design rights and other intellectual property for no further consideration.
3.3) The Seller shall not:-
3.3.1) Disclose to any third party any Specification referred to in clause 3.2 except to the extent that it is or becomes public knowledge through no fault of the Seller; or
3.3.2) Use any such Specification except as required for the purpose of the Contract.
3.4) The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods and the performance of the Services.
3.5) The Seller shall not unreasonably refuse any request by the Buyer to inspect and test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.
3.6) If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Contract, and the Buyer so informs the Seller within seven days of inspection or testing, the Seller shall take such steps as are necessary to ensure compliance.
3.7) The Goods shall be marked in accordance with the Buyer’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.) Price of the goods and services
4.1) The Price of the Goods and the Services shall be as stated in the Order and, unless otherwise so stated, shall be:
4.1.1) exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a VAT invoice); and
4.1.2) inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax.
4.2) No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in Writing.
4.3) The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller.
5.) Terms of payment
5.1) The Seller may invoice the Buyer on or at any time after delivery of the Goods or performance of the Services, as the cast may be, and each invoice shall quote the number of the Order.
5.2) Unless otherwise stated in the Order, the Buyer shall pay the Price of the Goods and the Services 60 days after the receipt of a proper invoice or the acceptance of the Goods or Services in question by the buyer, whichever is later.
5.3) The Buyer may set off against the Price any sums owed to the Buyer by the Seller.
6.) Delivery
6.1) The Goods shall be delivered to, and the Services shall be performed at, the Delivery Address on the date or within the period stated in the Order, in either case during the Buyer’s usual business hours.
6.2) Where the date of delivery of the Goods or of the performance of the Services is to be specified after the placing of the Order, the Seller shall give the Buyer reasonable notice of the specified date.
6.3) The time of delivery of the Goods and of the performance of the Services is of the essence of the Contract.
6.4) The Buyer may at any time and at no cost to the Buyer require the Seller to postpone delivery of the Goods or performance of the Services in whole or in part.
6.5) If for any reason, the Buyer cannot accept delivery of the Goods at the time or place stipulated in the Order, the Seller shall at its own cost store the Goods, safeguard them and take all reasonable steps to protect the Buyer’s interests until their actual delivery.
6.6) A packing note quoting the number of the Order and item number or description must accompany each delivery or consignment or the Goods and must be displayed prominently.
6.7) If the Goods are to be delivered, or the Services are to be performed, by instalments, the Contract will be treated as a single contract and not severable.
6.8) The Buyer may reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparently.
6.9) The Seller shall supply the Buyer in good time with any instructions or other information required to enable the Buyer to accept delivery of the Goods and performance of the Services.
6.10) The Buyer shall not be obliged to return to the Seller any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.
6.11) A certificate of conformity must accompany each delivery of Goods certifying to the Buyer’s satisfaction that all Goods within the delivery or consignment are manufactured in accordance with the Specification provided by the Buyer or the sample of the Goods upon which the Buyer has relied when placing the Order.
6.12) Buyer, upon reasonable notice, has the right to access supplier premises in event of receipt of any non-conforming products from supplier and
6.13) Supplier has to ensure the retention of all records for a minimum of 10 years.
7.) Risk and Property
7.1) Risk of damage to or loss of the Goods shall pass to the Buyer on delivery to the Buyer in accordance with the Contract.
7.2) The property in the Goods shall pass to the Buyer on delivery, unless payment for the Goods is made (in whole or part) prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Contract.
8.) Warranties and liability
8.1) The Seller warrants to the Buyer that the Goods:
8.1.1) will be of satisfactory quality (within the meaning of the Sales of Goods Act 1979, as amended) and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the Order is placed;
8.1.2) will be free from defects in design, material and workmanship;
8.1.3) will correspond with any relevant Specification or sample; and
8.1.4) where a sample has been provided, will be of the same or superior quality to that sample; and
8.1.5) will comply with all statutory requirements and regulations relating to the sale of Goods.
8.2) The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Buyer to expect in all the circumstances.
8.3) Without limiting any other remedy, if any Goods or Services are not supplied or performed in accordance with the Contract, then the Buyer shall be entitled.
8.3.1) to require the Seller to repair the Goods or to supply replacement Goods or Services in accordance with the Contract within seven days; or
8.3.2) at the Buyer’s sole option, and whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods or Services, to treat the Contract as discharged by the Seller’s breach and require the repayment of any part of the Price which has been paid.
8.4) The Seller shall indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:
8.4.1) breach of any warranty given by the Seller in relation to the Goods or the Services;
8.4.2) any claim that the Goods infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trademark or other intellectual property rights of any other person in any country, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;
8.4.3) any liability under the Consumer Protection Act 1987 in respect of the Goods;
8.4.4) any act or omission of the Seller or its employees, agents or sub-contractors in supplying, delivering and installing the Goods; and
8.4.5) any act or omission of any of the Seller’s personnel in connection with the performance of the Services.
9.) Termination
9.1) The Buyer may cancel the Order in respect of all or part only of the Goods and/or the Services without having to justify such cancellation by giving notice to the Seller at any time prior to delivery or performance. In such event:-
9.1.1) where the Goods are not stock merchandise of the Seller, the Buyer shall make and the Seller shall accept payment on the basis of a fair valuation, supported by documentary evidence, for work actually done under the Order prior to receipt by the Seller of notice of termination but be limited to monies not otherwise recoverable by the Seller;
9.1.2) where the Goods are standard stock merchandise of the Seller, the Buyer shall have no further obligation in respect of the cancellation except to make payment for reasonable consignment and re-delivery charges to the Seller in respect of Goods dispatched but not delivered prior to such cancellation.
9.2) The Buyer may terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:
9.2.1) the Seller is in breach of any of its obligations in terms of the Contract; or
9.2.2) the Seller makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation; or
9.2.3) an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Seller; or
9.2.4) the Seller ceases, or threatens to cease, to carry on business; or
9.2.5) the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
10.) Insurance
10.1) The Seller shall indemnify the Buyer against all claims in respect of loss or damage to persons and property (including consequential loss) incurred by the Buyer or third parties arising out of or in consequence of the supply of the Goods or performance of the Services and shall, at its own cost, take out and maintain adequate insurance including Employer’s Liability, Product and Public Liability, and third-party and professional indemnity insurance, and shall supply details of such insurance when requested to do so by the Buyer. If the Seller fails to take out and maintain insurance as above, the Buyer may affect the same and deduct the cost of so doing from the monies which would otherwise be due to the Seller.
11.) Terms to survive termination of the Contract
11.1) Termination of the Contract shall not affect any term which is expressly or by implication to operate after the termination.
11.2) Clauses 3.3, 8.4 and 10 of the Contract shall survive any termination of the Contract.
12.) General
12.1) The rights and remedies of the parties in terms of or arising out of the Contract are cumulative and are without prejudice and in addition to any rights or remedies, a party may have at law or in equity. Accordingly, the exercise by a party of any one right or remedy in terms of or arising out of the Contract, or at law or in equity, shall not prevent it from exercising any other such right or remedy.
12.2) The Buyer may perform any of its obligations in terms of the Contract by itself or through any holding or subsidiary company.
12.3) The Order is personal to the Seller and the Seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract.
12.4) A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Contract, but, this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
12.5) A notice required or permitted to be given by either party to the other under these Purchase Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.
12.6) No waiver by the Buyer of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.7) If any provision of these Purchase Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Purchase Terms and the remainder of the provision in question shall be not affected.
12.8) The Contract shall be governed by the laws of England, and the Seller agrees to submit to the non-exclusive jurisdiction of the English
12.9) The seller is responsible for taking all necessary steps to prevent the introduction of counterfeit parts to the supply chain. Requests for product traceability or requirement for material/conformity certificates will be specified in the PO
12.10) The seller is responsible for ensuring that their personnel are competent and aware of how they contribute to the compliance of these terms, including, but not limited to, their contribution to product conformity, product safety, and the importance of ethical behaviour.
12.11) The seller must flow down requirements to their supply chain as applicable.
12.12) General Data Protection Regulations 2018
The Company may share data with the Supplier in respect of its employees, including but not limited to names and contact details including email addresses, necessary for the purposes of legitimate interests pursued by the Company where that necessity has not been overridden by the interests, rights or freedoms of the employees concerned. The data will be shared for a period of time in order for the Supplier to fulfil the conditions of the Purchase Order.
The Supplier may only use this data with permission of the Company (unless required by law to act without such instructions). The Supplier must ensure that people processing the data are subject to training and compliant with the company privacy, processing and retention policies. The Supplier must take appropriate measures to ensure the security of processing. The Supplier must only engage a sub-processor with the prior consent of the Company and a written contract. The Supplier must assist the Company in providing subject access and allowing data subjects to exercise their rights under the General Data Protection Regulations. The Supplier must assist the Company in meeting its General Data Protection Regulations obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments. The Supplier must delete or return all personal data to the Company as requested at the end of the duration of the Purchase Order. The Supplier must submit to audits and inspections, provide the Company with all requested information required to ensure that they are both meeting their General Data Protection Regulations Article 28 obligations, and tell the Company immediately if it is asked to do something infringing the General Data Protection Regulations or other data protection law of the EU or a member state. Nothing within these terms and conditions relieves the Supplier of its own direct responsibilities and liabilities under the General Data Protection Regulations.