CAMBRIDGE TOUCH TECHNOLOGIES LIMITED (“CTT”) – STANDARD CONDITIONS OF PURCHASE AS AT 3 NOVEMBER 2020
In the Conditions, unless the context otherwise requires: “Act” means any act for any purpose and in any field whatsoever including, but not limited to, use, storage, repair, manufacture, assembly, incorporation in other goods or products, development, sale, re-sale, disposal, supply, import, re-import, export, re-export and reproduction; “Background IPR” means any existing or future IPR (excluding Foreground IPR) owned by or licensed to Supplier (or its Representatives) and which are used in the performance of the Services; and/or are capable of being used in order to perform any Act in relation to the Goods and/or Deliverables; “Business Day” means a day other than a Saturday, Sunday or public holiday when banks in London are open for business; “Certificate of Conformance” means a document, duly completed and signed for and on behalf of the Supplier, which document certifies that the Goods and Services which that document accompanies comply with the Specifications applicable to those Goods and Services; “CTT Materials” means any materials, equipment, tools, drawings, specifications and/or data supplied to Supplier by CTT; “Conditions” means these terms and conditions and any additional conditions expressly set out in the PO; “Contract” means the contract between the Parties for the supply of Goods and/or Services which contract includes the Conditions; “Deliverables” means all documents, products and materials developed by Supplier or its Representative during the course of, for purposes of, as part of, and/or in relation to, the supply of Services or Goods (as applicable), in any form or media including, without limitation, drawings, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including, but not limited to, drafts); “Delivery Location” means the location set out in the PO or as instructed in writing by CTT subsequent to the issue of the PO; “Data Protection Legislation” means the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679 (as applicable) and the Privacy and Electronic Communications (EC Directive) Regulations and any guidance or codes of practice issued by the Information Commissioner from time to time (all as amended, extended, re-enacted or replaced from time to time); “Economic Sanctions Programme” means any programme relating to economic sanctions; “Export Regulations” means all laws and regulations concerning the import, export, reimport or re-export of goods, software, technology (or their direct product); “Foreground IPR” means all and any IPR generated or arising directly out of, or in connection with, the Services undertaken by, or on behalf of, Supplier or otherwise during the course of the Contract, including, but not limited to, all IPR in Goods and/or Deliverables supplied by Supplier in pursuance of the Contract; “Goods” means the goods (or any part of them) to be supplied by Supplier as identified in the PO; “Group” means the relevant Party and any holding company or subsidiary company from time to time and any subsidiary of any such holding company from time to time where “holding company” and “subsidiary company” have the meanings set out in section 1159 of the Companies Act 2006; “IPR” means intellectual property rights including all patents, rights to inventions, utility models, copyright, neighbouring and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill and/or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and/or any other intellectual property rights, (whether registered or unregistered) and including all applications for and rights to apply for and be granted, renewals and/or extensions of such rights and rights to claim priority from such rights, and/or all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world or equivalent rights granted under licence from one or more third parties; “Parties” means together CTT and Supplier and “Party” shall be construed accordingly; “Personal Data” shall have the same meaning as in the Data Protection Legislation; “PO” means CTT’s purchase order for the purchase of Goods and/or Services; “Representative” means any member of the relevant Party’s Group, and any employee, consultant, subcontractor and/ or any other third party acting on its, or their, behalf; “Services” means the services, including without limitation any Deliverables, to be provided by Supplier under the Contract as identified in the PO; “Specification” means any and all written description of, and specification for, the Goods and/or Services detailing its (or their) features, functionality and/or performance characteristics (including any related plans and drawings), as provided by, or on behalf of, Supplier together with any additional features, functionality and performance characteristics set out, or referenced, in the PO; and “Supplier” means the person from whom CTT is purchasing the Goods and/or Services. Headings are for convenience only and do not affect the construction of the Conditions. References to any statute, statutory provision or statutory instrument is a reference to such statute, statutory provision or statutory instrument as from time to time amended, extended, re-enacted or replaced and also includes any subordinate legislation made under that statute or statutory provision, as amended, extended, re-enacted or replaced.
2. Basis of contract
2.1. Save in respect of Goods and/or Services being delivered pursuant to the terms of an existing agreement between the parties, which agreement has been reduced to writing and signed for and on behalf of the Supplier and CTT (“an Executed Agreement”), the PO constitutes an offer by CTT to purchase the Goods and/or Services from Supplier subject to the Conditions. The Conditions are the only conditions upon which CTT deals with Supplier and shall govern the Contract to the exclusion of all other terms and conditions including, without limitation, any in any quotation, acknowledgement, invoice or other document issued by Supplier or which may be implied by custom, practice or course of dealing unless otherwise expressly agreed in writing by CTT. With respect to Goods and/or Services being delivered pursuant to the terms of an Executed Agreement, the terms of the Executed Agreement shall apply to the exclusion of the Conditions.
2.2. The PO shall be deemed accepted subject to the Conditions (and the Contract shall come into existence) on the earlier of (a) Supplier issuing written acceptance of the PO; and (b) any act of Supplier consistent with fulfilling the PO.
2.3. The Conditions apply to the supply of both Goods and Services.
3. Supply and Delivery of Goods
3.1. Supplier shall properly pack and secure the Goods so as to reach CTT in good condition. CTT may reject Goods damaged in transit or that are inadequately packaged or labelled. Unless otherwise agreed in writing by CTT, packaging is non- returnable. All Goods supplied shall, to the extent relevant (i) where specified in the additional conditions expressly set out in the PO, be accompanied by complete, accurate and up to date Certificates of Conformance and product safety data sheets; and, (ii) if manufactured by way of batch production, shall be accompanied by written confirmation of batch information relating to the Goods.
3.2. Supplier shall ensure that each delivery is accompanied by a delivery note showing the date of the PO; the PO number; the type and quantity of Goods; any applicable storage instructions; and, where delivery is by instalments, the balance of Goods yet to be delivered.
3.3. Supplier shall deliver the Goods to, and unload them at, the Delivery Location during CTT’s normal hours of business (or as otherwise instructed by CTT in writing) on the date specified in the PO. Delivery shall be deemed completed on completion of such unloading. Time of delivery is of the essence.
3.4. If Supplier delivers (i) less than 95%; or (ii) more than 100% of the quantity of Goods ordered CTT may reject the Goods or, in the case of excess quantity, the excess Goods. Rejected Goods shall be returnable at Supplier’s risk and expense. If CTT accepts a delivery of less than the quantity of Goods ordered, a pro rata adjustment shall be made to the relevant invoice.
3.5. Supplier shall not deliver Goods in instalments without CTT’s prior written consent. If CTT agrees to delivery by instalments, the Goods may be invoiced and paid for separately. Failure by Supplier to deliver any instalment on time or at all or any defect in any instalment shall entitle CTT to the remedies set out in Condition 6.1.
3.6. Title and risk in the Goods shall pass to CTT on completion of delivery at the Delivery Location.
3.7. CTT may (but is not obliged to) inspect/test the Goods prior to delivery. If, following any such inspection/testing, CTT considers that the Goods do not conform, or are unlikely to conform, with the Contract, CTT shall inform Supplier and Supplier shall immediately take such action as is necessary to ensure compliance. Notwithstanding any such inspection or testing, Supplier shall remain fully responsible for the Goods and the same shall not reduce or otherwise affect CTT’s rights and Supplier’s obligations under the Contract and CTT shall have the right to conduct further inspections/tests after delivery and/or after Supplier has carried out any remedial action.
4. Supply of Services
4.1. Supplier shall provide the Services to CTT in accordance with the Contract and shall meet any performance dates specified in the PO or notified to it by CTT. In providing the Services, Supplier acknowledges that CTT may rely or act on the Services and Supplier shall:
(a) co-operate with CTT in all matters relating to the Services and comply with all CTT’s instructions;
(b) provide all equipment, tools and vehicles and other items required;
(c) obtain, and at all times maintain, all necessary licences or consents, comply with all applicable laws and regulations, and observe all health and safety and security policies, rules, regulations, and requirements applicable at CTT’s premises; and
(d) not do, or omit to do, anything which may cause CTT to lose any licence, authority, consent, or permission required for its business.
5. Warranties on Goods and Services
5.1. In relation to the supply of Goods, Supplier warrants that:
(a) it has full, clear, and unencumbered title to the Goods and that, as at the date of delivery, it will have full and unrestricted rights to sell and transfer the same to CTT;
(b) unless the additional conditions expressly set out in the PO expressly state otherwise, neither the Goods nor any component of the Goods, shall be second hand, refurbished, reconditioned or repurposed;
(c) the Goods shall correspond with the description and any applicable Specification;
(d) the Goods are of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by Supplier or made known to Supplier by CTT, expressly or by implication, and in this respect CTT relies on Supplier’s skill and judgment;
(e) the Goods are free from defects in design, materials, workmanship, and installation and will remain so for at least 12 months after delivery (or any longer period agreed);
(f) the Goods comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling (including labelling of hazardous substances), packaging, storage, handling, transportation, and delivery of the Goods;
(g) at all times it has and maintains all licences, permissions, authorisations, consents, and permits required to carry out its obligations; and
(h) it shall provide all necessary product safety data sheets, instructions, and all necessary written instructions as to safety precautions relevant to the use, application, and disposal of the Goods.
5.2. In relation to the supply of Services, Supplier warrants that:
(a) it has full, clear, and unencumbered title to any goods transferred to CTT as part of the Services and that, as at the date of delivery, it will have full and unrestricted rights to sell and transfer the same to CTT;
(b) the Services shall correspond with the description and any applicable Specification;
(c) the Services are of satisfactory quality (within the meaning of the Supply of Goods and Services Act 1982) and fit for any purpose held out by Supplier or made known to Supplier by CTT, expressly or by implication, and in this respect CTT relies on Supplier’s skill and judgment;
(d) the Deliverables and all goods and materials supplied, used or transferred to CTT are free from defects in design, materials, workmanship and installation and will remain so for at least 12 months after supply (or any longer period agreed);
(e) it shall perform the Services with the best care, skill and diligence in accordance with best practice in Supplier’s industry, profession or trade using suitably skilled, competent and experienced personnel in sufficient number to ensure compliance with the Contract and using the best quality goods, materials, standards and techniques;
(f) at all times it has and maintains all licences, permissions, authorisations, consents, and permits required to carry out its obligations; and
(g) it shall provide all necessary product safety data sheets, instructions and all necessary written instructions as to safety precautions relevant to the use, application and disposal of any goods and materials supplied, used or transferred to CTT as part of the provision of the Services.
5.3. CTT’s rights under the Contract (including, but not limited to, the warranties in this Condition 5) are cumulative and in addition to all other rights provided by law or equity, including the manufacturer’s warranty specified in Condition 5.4, and shall survive any delivery, inspection, acceptance or payment pursuant to the Contract. Notwithstanding Condition 17.4, it is agreed that all such warranties shall apply and extend to, and be enforceable by, any of CTT’s Representatives, any customers of CTT and/or CTT’s Representatives and any third party with whom CTT agrees to share the Goods and/or Deliverables.
5.4. Without prejudice to the foregoing provisions of this Condition 5, Supplier shall procure that all Goods supplied carry the warranty of the original manufacturer and that CTT is given the benefit of the same.
6. CTT’s Remedies
6.1. If Supplier fails to deliver the Goods and/or perform the Services by the applicable date(s), CTT may, without prejudice to its other rights or remedies:
(a) terminate the Contract with immediate effect by notice in writing to Supplier;
(b) refuse to accept any subsequent delivery of the Goods and/or performance of the Services which Supplier may attempt;
(c) recover from Supplier any costs incurred by CTT in obtaining substitute goods and/or services from a third party;
(d) require the refund of any sums already paid; and/or
(e) claim damages for any additional costs, losses or expenses suffered or incurred by CTT which are in any way attributable to such failure.
6.2. If the Goods and/or Services do not comply with the Contract, CTT may, without prejudice to its other rights or remedies, (regardless of any acceptance of the same):
(a) in the case of Goods, reject the Goods (in whole or part) whether or not title has passed and return them to Supplier at Supplier’s own risk and expense;
(b) in the case of Services, reject the Services (in whole or in part) and return any Deliverables to Supplier at Supplier’s own risk and expense;
(c) terminate the Contract with immediate effect by notice in writing to Supplier;
(d) in the case of Goods, require Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the same (if already paid);
(e) in the case of Services, require Supplier to reperform the non-conforming Services or to provide a full refund of the price of the same (if already paid);
(f) refuse to accept any subsequent delivery of the Goods or supply of the Services which Supplier attempts;
(g) recover from Supplier any costs incurred by CTT in obtaining substitute goods and/or services from a third party; and/or
(h) claim damages for any additional costs, losses or expenses suffered or incurred by CTT which are in any way attributable to such non-compliance.
6.3. The remedies set out above, together with all rights and obligations under the Contract, shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by Supplier.
6.4. CTT’s rights under the Conditions are in addition to its rights and remedies implied by statute and common law.
7. CTT’s Obligations.
CTT shall provide Supplier with such access to CTT’s premises as the Parties agree is required for the provision of the Services and shall provide such information as Supplier may reasonably request and which CTT considers reasonably necessary for the provision of the Services.
8. Price and payment
8.1. The price for the Goods shall be as set out in the PO or as otherwise agreed in writing by the Parties. Unless otherwise stated in the PO, the price is Supplier’s total remuneration for the Goods and is inclusive of every cost/expense of Supplier directly or indirectly incurred in connection with the same including, but not limited to, packaging, insurance and carriage costs but exclusive of value added tax.
8.2. The price for the Services shall be as set out in the PO or as otherwise agreed in writing by the Parties. Unless otherwise stated in the PO, the price is Supplier’s total remuneration for the Services and is inclusive of every cost/expense of Supplier directly or indirectly incurred in connection with the same but exclusive of value added tax.
8.3. Supplier shall submit a valid invoice (together with such supporting documentation as CTT may reasonably require) on or after completion of delivery of the Goods and/or Services. Each invoice shall include details of the PO number of the PO under which the Goods and/or Services were ordered, together with such additional information as may be specified in the additional conditions expressly set out in the PO. In consideration for the supply of the Goods and/or Services, CTT shall pay each valid invoice by the end of the month following receipt of the invoice or as otherwise specified in the additional conditions expressly set out in the PO. Time of payment shall not be of the essence.
8.4. Payment by CTT of any invoice shall not constitute an admission as to the performance by Supplier of any of its obligations; or constitute a waiver of any of its rights under the Contract; or terminate any of Supplier’s warranties.
8.5. If CTT fails to pay when due any valid invoice, Supplier may charge interest on the overdue amount at the rate of 0.5 (a half of one) per cent per annum above the base rate for the time being of HSBC Bank plc accruing on a daily basis from the due date up to the date of payment, whether before or after judgment. This shall not apply to payments disputed in good faith by CTT.
8.6. CTT may, at any time without notice to Supplier (and without prejudice to its other rights or remedies), set off any liability of Supplier to CTT against any liability of CTT to Supplier, whether either liability is present or future, liquidated or unliquidated, whether under the Contract or not and irrespective of its currency or denomination.
9.1. Supplier warrants that:
(a) the development, creation, design, manufacture and/or supply of the Goods and/or Deliverables by or on behalf of Supplier will not in any way infringe the IPR of any third party;
(b) the Services and their performance by or on behalf of Supplier and/or their acceptance by CTT will not in any way infringe the IPR of any third party.
9.2. Supplier shall promptly give CTT written notice of any third party IPR (including, without limitation, patents and registered designs, and applications for the same) of which Supplier is aware, or becomes aware, which will or may be infringed by the performance of the Services or of any Act in relation to any Goods and/or Deliverables.
9.3. Supplier shall obtain waivers of all moral rights in any Deliverables to which any individual is now, or may in the future be, entitled under Chapter IV of Part 1 of the Copyright Designs and Patents Act 1988 or any similar provisions of any jurisdiction.
9.4. Supplier shall indemnify CTT and keep CTT fully and effectively indemnified against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other fees and expenses awarded against, or incurred or paid by, CTT as a result of, or in connection with any breach of any of the warranties set out in this Condition 9 or of either Conditions 9.2 or 9.3..
9.5. This Condition 9 shall survive the expiry or termination of the Contract.
10. CTT’s Materials/Equipment
10.1 All CTT Materials are and shall remain the exclusive property of CTT, and Supplier shall hold them in safe custody at its own risk, maintain the same in good condition pending CTT’s instructions and not dispose of or use the same other than in accordance with CTT’s instructions or authorisation.
11. Indemnity and Insurance
11.1 Supplier shall indemnify CTT and keep CTT fully and effectively indemnified from and against all costs, expenses, damages and losses (including but not limited to any direct, indirect and consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by CTT as a result of, or in connection with (a) any defect in the goods and /or services (including but not limited to any claim made against CTT by a third party arising out of or in connection with the same); (b) any claim made against CTT by a third party 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 subcontractors; and (c) any breach by supplier of any of the Conditions.
11.2 During the term of the Contract and for a period of twelve months thereafter, Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under, or in connection with, the Contract and shall, on CTT’s request, produce the insurance certificate giving details of cover and the receipt for the current year’s premium for the same.
11.3 This Condition 11 shall survive the expiry or termination of the Contract.
Each Party shall keep confidential all information of a secret or confidential nature (including technical or commercial know-how, specifications, inventions or processes or information concerning the other Party’s business, products or services) disclosed to it by the other Party or its Representatives or of which it becomes aware and each Party shall restrict disclosure of such confidential information to those of its officers or employees who need to know it for the purpose of the Contract and shall ensure that each such officer or employee is bound by obligations of confidentiality at least as onerous as those which bind it. If the Parties enter a separate confidentiality agreement, the provisions of that agreement shall also apply to protect the Parties’ confidential information and shall supersede the Conditions in the case of any conflict. Notwithstanding the foregoing, each Party may disclose such of the other Party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction and CTT may disclose confidential information of Supplier to any of CTT’s Representatives at any time. This Condition 12 shall survive the expiry or termination of the Contract.
13.1 Without prejudice to its other rights or remedies, either Party may terminate the Contract with immediate effect by notice in writing to the other if:
(a) the other Party commits a material breach of the Contract which is not remediable or, if remediable, fails to remedy the same within 30 days of receipt of notice in writing from the non-defaulting Party notifying it of the breach and requiring it to remedy it;
(b) the other Party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
(c) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or ceases, or threatens to cease, carrying on all or a substantial part of its business;
(d) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts or makes a proposal for, or enters into, a compromise or arrangement with its creditors;
(e) a petition is filed, notice given, resolution passed or order made for, or in connection with, the other Party’s winding up;
(f) the other Party suffers a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010);
(g) the other Party (if an individual) is the subject of a bankruptcy petition order;
(h) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration, or other process is levied, enforced on, or sued against, the whole or part of its assets and is not discharged within 14 days;
(i) a court application or order is made for the appointment of an administrator or notice of intention to appoint an administrator is given or an administrator is appointed over the other Party or a person becomes entitled to appoint or appoints an administrative receiver/receiver in respect of the other Party; or
(j) an event analogous to any of the foregoing occurs in any jurisdiction,
13.2 Without prejudice to its other rights or remedies, CTT may terminate the Contract at any time with immediate effect by notice in writing to Supplier, in which case CTT shall pay Supplier fair and reasonable compensation for work completed as at the date of termination (which shall not include loss of anticipated profits or any consequential loss) but shall otherwise have no liability to Supplier.
13.3 If the Contract is for the supply of both Goods and Services, CTT may terminate the Contract in respect of the Goods or in respect of the Services and the Contract shall continue in respect of the remaining supply.
13.4 On the expiry or termination of the Contract (in whole or part) for any reason:
(a) in the case of a Contract for Services, Supplier shall immediately deliver to CTT all Deliverables, whether or not complete, and promptly return all CTT Materials to CTT. If Supplier fails to do so, CTT may enter Supplier’s premises and take possession of them. Until they have been returned or delivered, Supplier shall be solely responsible for the safe keeping of all Deliverables and CTT Materials in its possession and will not use them for any purpose not connected with this Contract;
(b) the Parties’ accrued rights and remedies as at expiry or termination shall not be affected including the right to claim damages in respect of any breach of the Contract in existence at or before the date of expiry or termination; and
(c) any Conditions which, expressly or by implication, have effect after expiry or termination shall continue in full force and effect.
14. Force Majeure
Neither Party shall be in breach of the Contract nor liable to the other for any delay in performing, or failure to perform, any of its obligations under it to the extent such delay or failure is caused by an event or circumstance beyond its reasonable control, which was unforeseeable or, if foreseeable, unavoidable. Supplier shall use all reasonable endeavours to mitigate the effect of any such event or circumstance on the performance of its obligations. If such event or circumstance prevents Supplier from supplying the Goods and/or Services for a continuous period of more than 30 days, CTT may, without prejudice to its other rights or remedies, terminate the Contract immediately by notice in writing to Supplier.
15. Assignment and Subcontracting
Supplier shall not assign any of its rights under these Conditions or any Contract nor subcontract or delegate in any manner any or all of its obligations to a third party.
Any notice or other communication given to a Party under or in connection with the Contract shall be in writing in English and delivered personally or by courier or sent by first class or recorded post to the other Party’s registered office (or principal place of business if not a company) or emailed to the Party’s designated contact as set out in the PO. Any notice shall be deemed served (i) if delivered personally or by courier, when left at the correct address; (ii) if sent by first class or recorded post at 9.00 am on the second Business Day after posting (for a UK Supplier) or on the fifth Business Day after posting (for an overseas Supplier); or (iii) if sent by email, at the time of transmission, or, if the time of transmission falls outside business hours in the place of receipt, when business hours resume. For the purposes of this Condition 16, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. In proving service it shall be sufficient to prove that the notice or communication was properly addressed and delivered/posted. Notices may not be sent by email.
A waiver of any right under the Contract is only effective if in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a Party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
17.2 If any provision (or part provision) of the Conditions is found to be wholly or partly illegal, invalid or unenforceable, that provision (or part) shall, to the extent required, be deemed deleted and the validity and enforceability of the other provisions shall not be affected.
17.3 Nothing in the Conditions is intended, or shall be deemed, to constitute a partnership or joint venture between the Parties, nor constitute a Party as agent of the other. No Party has authority to act as agent for, or bind, the other.
17.4 Except as stated otherwise in this Condition 17.4 and Condition 5.3, the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Conditions or to any Contract. Notwithstanding the foregoing, any of CTT’s Representatives may enforce any term of the Contract as though it were a party to the same including, but not limited to, the warranties contained in Condition 5.
17.5 Nothing in the Conditions is intended to exclude or limit either Party’s liability for (i) fraud or fraudulent misrepresentation; or (ii) death or personal injury caused by its negligence.
17.6 Any variation to the Contract (including additional terms and/or conditions) shall only be binding if expressly agreed in writing by both Parties and signed by CTT.
18. Anti-Bribery and Corruption
Supplier shall comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption. Supplier shall in particular not offer, pay, promise to pay, or authorise the giving of any financial or other benefit to any person for the purpose of obtaining an improper advantage, or otherwise conduct itself in a manner contrary to the UK Bribery Act 2010 or any other applicable anti-bribery law. Supplier shall promptly report to CTT any request or demand for any undue or suspicious financial or other advantage of any kind received by Supplier in connection with the performance of the Order. Such report shall contain full details of the request or demand concerned and shall be emailed to CTT at Compliance@camtouch3d.com. Breach of this Condition 18 shall constitute an irremediable breach for the purposes of Condition 13.1.
19. Data Protection.
Supplier shall comply with the Data Protection Legislation and shall in particular: process any Personal Data received from CTT only to the extent, and in such manner, as is necessary for the purposes of complying with its obligations under the Contract and in accordance with CTT’s instructions; take appropriate technical and organisational measures to ensure a level of security appropriate to the risks that are presented by such processing, in particular from unlawful or unauthorised processing, accidental loss, destruction, damage, alteration, disclosure of or access to such Personal Data, taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the likelihood and severity of risk in relation to the rights and freedoms of the data subjects; ensure that any employees or other persons it authorises to process the Personal Data on Supplier’s behalf are subject to appropriate obligations of confidentiality and process the Personal Data in accordance with CTT’s instructions; treat such Personal Data in accordance with Condition 12; not process or transfer such Personal Data outside the European Economic Area without the prior written consent of CTT; not engage any third party to carry out its processing obligations under the Contract without obtaining the prior written consent of CTT and, where such consent is given, procuring by way of a written contract that such third party will, at all times during the engagement, be subject to data processing obligations equivalent to those set out in this Condition 19; notify CTT, as soon as reasonably practicable, about any request or complaint received from data subjects without responding to that request (unless authorised to do so by CTT) and assist CTT by technical and organisational measures, insofar as possible, for the fulfilment of CTT’s obligations in respect of such requests and complaints; on request by CTT and taking into account the nature of the processing and the information available to Supplier, assist CTT in ensuring compliance with its obligations under Articles 32 to 36 of the General Data Protection Regulation (EU) 2016/679 (where applicable); on request by CTT, make available all information necessary to demonstrate Supplier’s compliance with this Condition 19 and otherwise permit, and contribute to, audits carried out by CTT; and on expiry or termination of the Contract, promptly delete or destroy all Personal Data and delete all existing copies of such Personal Data (in each case unless otherwise agreed in writing by CTT).
20. Import and Export Controls
20.1 Supplier shall comply with all applicable Export Regulations and Economic Sanctions Programmes.
20.2 Supplier is responsible for obtaining, at its own cost, such import and/or export licences and other consents in relation to the provision of the Goods and/or Services as are required from time to time and shall make the same available to CTT immediately on request.
20.3 Supplier shall indemnify CTT and keep CTT fully and effectively indemnified against any liability, loss, damage, claims, costs or expense of any kind suffered or incurred by CTT as a result of, or in connection with, any failure by Supplier, its employees, agents or subcontractors to comply with any applicable Export Regulations and Economic Sanctions Programmes and/or any part of this Condition 20.
21. Governing Law and Jurisdiction
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 English law and the Parties submit to the non-exclusive jurisdiction of the English courts in relation to any matter or dispute arising out of or in connection with the Contract.
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