LAMP BLACK LIMITED T/A LAMP BLACK LIMITED
TERMS AND CONDITIONS
“Account Manager” means an employee of LAMP BLACK LIMITED based at a Customer’s or LAMP BLACK LIMITED’s premises for the purpose of enabling the provision of print & facilities management services to that Customer by LAMP BLACK LIMITED;
“Business Day” means any day between the hours of 8.30am and 5.30pm other than a Saturday, Sunday or public holiday in England.
“Confidential Information” means all data, Intellectual Property and any other information supplied by one party to another relating to the business, operations, processes, plans, trade secrets or business affairs of the disclosing party or to that of any Customer or which otherwise comes into the possession or control of the other party (whether such information is disclosed in writing, by delivery of items, orally or by visual presentation);
“Contract” means any contract for the supply of any Goods and/or Services (including any ancillary or related services) concluded between the Supplier and the Customer under and in accordance with these terms and conditions;
“Customer(s)” means any customer(s) of LAMP BLACK LIMITED;
“Goods” means any printed materials or other output (including output of the Services) or services to be provided to LAMP BLACK LIMITED in respect of any Customer in accordance with any purchase order, together with any other products to be supplied by the Supplier;
“Intellectual Property” means all intellectual property rights including but not limited to patents, know‐how, trademarks, service marks, trade names, logos, copyrights, database rights, design rights, proprietary information rights and all other similar rights as may exist anywhere in the world (whether or not registered or capable of registration), and rights to sue for passing off and all applications and rights for protection of any of the same;
“Service Levels” means the levels of service agreed between the parties;
“Services” means any printing, or other, services to be provided by the Supplier to LAMP BLACK LIMITED under and in accordance with a purchase order;
“Supplier” means the person, firm or company supplying the Goods under and subject to these terms and conditions;
“Systems” means any systems licensed and operated by LAMP BLACK LIMITED and accessed via the internet.
BASIS OF CONTRACT
1.1 LAMP BLACK LIMITED hereby appoints the Supplier as a Supplier of printing and related services and Goods required by Customers to LAMP BLACK LIMITED on the terms of the Contract.
1.2 The order constitutes an offer by LAMP BLACK LIMITED to purchase the Goods and Services in accordance with these terms and conditions. Each order and subsequent acceptance of the order by the Supplier shall constitute a separate Contract entered into under and in accordance with these terms and conditions.
1.3 These terms and conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
DUTIES OF THE SUPPLIER
2.1 The Supplier shall:
2.1.1 provide the Goods and/or Services in accordance with:
(a) purchase orders placed by LAMP BLACK LIMITED from time to time;
(b) any specification supplied by LAMP BLACK LIMITED; (c) any Service Levels; (d) all laws and regulations as may be appropriate to the Goods or Services; and (e) with best industry practice and with the level of skill and care to be expected of a Supplier of the Goods and Services; and
2.1.2 advise and assist LAMP BLACK LIMITE with respect to all aspects of the Goods and/or Services to be supplied and to comply with the reasonable requests of LAMP BLACK LIMITED with respect to the performance of such Services.
2.2 Where applicable, the Goods and Services shall be free from defects in design, material and workmanship and remain so for a period of 12 months from the date of delivery or from the date when put into use, whichever is the later.
2.3 The Supplier will obtain and maintain at its own cost such consents, permissions, authorisations and licences as it may require to enable it to perform the Services;
2.4 The Supplier shall actively seek out costs reduction opportunities and, subject to LAMP BLACK LIMITED ’s approval, will implement such opportunities in order to pass on the benefit of costs savings to LAMP BLACK LIMITED.
2.5 The Supplier shall not alter the Services or the Goods except as directed in writing by LAMP BLACK LIMITED.
2.6 LAMP BLACK LIMITED shall have the right to inspect and test the Services and / or Goods upon reasonable notice at any time before delivery / supply (at either the Supplier’s or any contractor’s premises).
2.7 The Supplier shall only deal with a Customer through an Account Manager and shall not have any direct contact with Customers unless authorised to do so in writing by LAMP BLACK LIMITED
2.8 The Supplier shall not use the Systems for any reason or purpose which may be unlawful, defamatory, in contravention of any Data Protection legislation, harmful or objectionable and, in particular, the Supplier is not permitted to transmit anything via or post anything on the Systems which, in LAMP BLACK LIMITED ‘s opinion, may harm LAMP BLACK LIMITED ‘s business or which may offend Customers or any other users.
2.9 The Supplier shall ensure that all persons within its organisation who have access to the Systems keep their usernames and passwords safe and secure and will procure that usernames and passwords are not disclosed to any third party.
2.10 The Supplier shall immediately notify LAMP BLACK LIMITED in the event of any unauthorised use of any username or password assigned to any user of the Systems in the Supplier’s organisation or any breach of security, as soon as the Supplier becomes aware of the same.
2.11 Time of performance by the Supplier is of the essence of the Contract.
USE OF THE SYSTEM
3.1 LAMP BLACK LIMITED hereby grants to the Supplier a non‐exclusive, non‐transferable licence to use the System (including any Intellectual Property rights and Confidential Information) for the purposes of performing its obligations under the Contract.
3.2 All Intellectual Property rights and confidential information in the System (together with all modifications, enhancements and amendments, irrespective of who carries out the same) shall be and remain the property of LAMP BLACK LIMITED and/or its licensors at all times.
3.3 Disassembly, de‐compilation or reverse engineering, or other source code derivation of any software comprised in, or associated with, the System is prohibited to the maximum extent permitted by law. To the extent that the Supplier is entitled by law to decompile such software in order to obtain information necessary to render the System inter‐operable with other software, LAMP BLACK LIMITED shall, upon written request from the Supplier identifying the relevant details of the software with which such inter‐operability is sought and the nature of the information needed, use reasonable endeavours to provide or procure the provision by its licensors of such information provided that the Supplier bears the costs of LAMP BLACK LIMITED doing so. LAMP BLACK LIMITED -reserves the right to impose reasonable conditions including, but not limited to, charging a reasonable fee.
3.4 Unless otherwise agreed, the Systems are made available by LAMP BLACK LIMITED to the Supplier without any warranty or assertion with regard to its performance and may be used by the Supplier solely to facilitate the provision of the Services and to facilitate accounts and other administrative functions connected with such services. The Supplier may not lease, loan, resell or otherwise permit access to the System save as permitted by LAMP BLACK LIMITED
3.5 The Supplier shall:
3.5.1 process all purchase orders received via the System and shall not enter into negotiations with an Account Manager in relation to any purchase order other than via the System, or otherwise attempt to circumvent the System or any terms of the Contract;
3.5.2 provide at its own cost any computer hardware and browser software necessary to enable the System to be utilised by the Supplier and to maintain such hardware and browser software in good working order and condition;
3.5.3 provide all such assistance and co‐operation as is necessary to facilitate the provision of high quality services to Customers using the System;
3.5.4 nominate a project manager who shall be responsible for addressing any technical and operational issues relating to the System with LAMP BLACK LIMITED on a day‐to‐day basis.
4.1 Invoices may only be issued by the Supplier on fulfilment of the whole (not part only) of any purchase order, provided that a despatch note and a proof of delivery have been appropriately completed and filed. Supplied items may only be part‐invoiced where deliveries take place over an extended period of time, subject to the prior written agreement of the LAMP BLACK LIMITED Account Manager.
4.2 The Supplier shall invoice LAMP BLACK LIMITED within three (3) Business Days of the last Business Day of each month for all purchase orders completed in the previous month. Such invoices shall include the LAMP BLACK LIMITE job number, job description, Customer name and address for delivery, and the total amount as specified on any purchase order.
4.3 Any invoice received by LAMP BLACK LIMITED that does not comply with the detail listed in 4.2 may be rejected. In such instances the Supplier will be required to raise a full credit and re‐invoice with the correct details (in compliance with clause 4.2).
4.4 Invoices shall be payable by LAMP BLACK LIMITED on the due date for payment agreed in writing between the parties in relation to any purchase order or, in default of any agreement to the contrary, within 60 days from the end of month in which LAMP BLACK LIMITED receives the invoice.
4.5 No increase in the price may be made for any reason without the prior written consent of LAMP BLACK LIMITE LAMP BLACK LIMITED shall be entitled to any discount for prompt payment, bulk purchase, volume or purchase customarily granted by the Supplier.
4.6 LAMP BLACK LIMITED shall pay to the Supplier, in addition to the price, a sum equal to the Value Added Tax chargeable on the value of the supply of the Goods or Services in accordance with the Contract.
INSPECTION AND APPROVAL
5.1 Goods delivered, and Services performed, by the Supplier (whether paid for or not) shall be subject to inspection and approval by LAMP BLACK LIMITED
5.2 The Supplier shall provide to LAMP BLACK LIMITED on request from time to time samples which represent the look and feel of the Goods and working samples of the Goods in such quantities as LAMP BLACK LIMITED may reasonably specify. All samples shall be provided free of charge, delivered to LAMP BLACK LIMITED at the Supplier’s cost and risk, and shall be non‐returnable by LAMP BLACK LIMITE.
5.3 Where LAMP BLACK LIMITED gives written confirmation that a sample of Goods complies with the relevant purchase order or to any specifications supplied or advised by LAMP BLACK LIMITED to the Supplier, all future Goods of that type subsequently delivered to LAMP BLACK LIMITED shall conform to that sample.
5.4 If the results of any inspection cause LAMP BLACK LIMITED to be of the opinion that the Goods and/or Services do not conform, or are unlikely to conform, with the relevant purchase order or to any specifications supplied or advised by LAMP BLACK LIMITED to the Supplier, LAMP BLACK LIMITED shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure conformity. LAMP BLACK LIMITED shall have the right to require further inspection.
5.5 Without prejudice to any other right or remedy which LAMP BLACK LIMITED may have, if any Goods are not supplied or Services are not performed in accordance with the Contract and the relevant purchase order, or the Supplier fails to comply with any of the terms of the Contract, LAMP BLACK LIMITED shall be entitled to avail itself of any one or more of the following remedies at its discretion (whether or not LAMP BLACK LIMITED has indicated any acceptance of any part of the Goods):.
5.5.1 to rescind the purchase order or the Contract;
5.5.2 to reject the Services or the Goods (in whole or in part) and return them to the Supplier (at the risk and cost of the Supplier). The Supplier shall provide a full refund to LAMP BLACK LIMITED for the Goods returned.
5.5.3 At LAMP BLACK LIMITED ’s option to give the Supplier the opportunity, at the Supplier’s expense, either to remedy any defect or to supply replacement Goods or re‐perform the Services and carry out any other necessary work to ensure that the terms of the purchase order are fulfilled;
5.5.4 to refuse to accept any further deliveries or performance;
5.5.5 to carry out at the Supplier’s expense any work necessary to make the Goods or the Services comply with the purchase order/Contract; and
5.5.6 to claim such damages as may have been sustained in consequence of the Supplier’s failure to comply with the purchase order or the Contract.
6.1 An epidemic failure shall arise where, in LAMP BLACK LIMITED ’s reasonable opinion, 10% or more of the Goods in any delivery contain the same defect due to faulty workmanship, design or materials used and/or due to non‐compliance with the relevant purchase order or to any specifications and/or patterns supplied or advised by LAMP BLACK LIMITED to the Supplier. In the event of an epidemic failure, LAMP BLACK LIMITED may give the Supplier notice of such epidemic failure (with details thereof) and request the Supplier to provide to LAMP BLACK LIMITED a written solution to the epidemic which is acceptable to LAMP BLACK LIMITED within 24 hours.
6.2 If the Supplier fails to provide an initial written solution within 24 hours as provided in clause 6.1, the Supplier shall, if requested by LAMP BLACK LIMITED and at the Supplier’s expense and risk, forthwith collect from LAMP BLACK LIMITED all units of the Goods which in LAMP BLACK LIMITED ’s reasonable opinion is affected by the epidemic failure. If the Supplier does not collect such units, LAMP BLACK LIMITED may return all (or at its option some) of them to the Supplier at the Supplier’s expense and risk.
6.3 If the Supplier does not provide a written solution acceptable to LAMP BLACK LIMITED within 24 hours as provided for in clause 6.1, LAMP BLACK LIMITED may by written notice to the Supplier terminate all or part of the relevant purchase order/Contract with immediate effect. LAMP BLACK LIMITED may recover damages for: (i) the original cost (plus VAT where the VAT has not been recovered or is irrecoverable by LAMP BLACK LIMITED ) of all affected Goods which remained in LAMP BLACK LIMITED ’s stock inventory on the date of such termination; (ii) plus the reasonable cost to LAMP BLACK LIMITED of returning the affected Goods to the Supplier; (iii) plus the difference in price of substitute Goods (compared to the Goods) which LAMP BLACK LIMITED has to source from elsewhere in order to replace the affected Goods together with the costs incurred by LAMP BLACK LIMITED in obtaining such replacement goods.
6.4 If, within the 24-hour period required under clause 6.1, the Supplier provides a written solution which is acceptable to LAMP BLACK LIMITED the Supplier shall promptly and at its own expense and risk take such steps as are necessary to remedy the epidemic failure in accordance with such solution. LAMP BLACK LIMITED may give notice to the Supplier at any time after expiry of such period that it considers that the Supplier has had a reasonable period to carry out the remedial work but that the epidemic failure has not been remedied to the requirements of such written solution. In such case, LAMP BLACK LIMITED may by notice to the Supplier terminate all or part of the relevant purchase order with immediate effect and recover damages on the same basis as set out in clause 6.3
7.1 The Supplier shall pack and mark the Goods, within and outside the packages, in accordance with all applicable laws, regulations and requirements of the Supplier and the carrier. The Supplier shall ensure that all Goods are securely packed in a tamper proof way so as to reach the specified delivery address in an undamaged condition.
7.2 Unless prescribed differently in writing at time of order by the LAMP BLACK LIMITED client, each outer carton containing Goods shall, as a minimum, have affixed to it plain white labels showing the quantity of the Goods contained therein and the relevant purchase order number (with no reference to the Supplier).
8.1 Unless agreed otherwise in writing, the Supplier shall deliver the Goods:
8.1.1 to the specified delivery address;
8.1.2 on the delivery date specified in the relevant purchase order;
8.1.3 on a Business Day during normal working hours for the delivery address (if applicable); and
8.1.4 to the Account Manager or another duly authorised agent of LAMP BLACK LIMITED unless the delivery address is to an unmanned site in which case the Supplier shall give LAMP BLACK LIMITED written notice of intended delivery at least 2 Business Days prior to delivery.
8.2 LAMP BLACK LIMITED shall not be obliged to return to the Supplier any packaging or packing materials.
8.3 The Supplier (if so requested) shall afford LAMP BLACK LIMITED access to any premises used by the Supplier for the storage and handling of Goods prior to delivery for the purpose of enabling LAMP BLACK LIMITED to view the Goods, their method of storage and the security of such premises. If LAMP BLACK LIMITED notifies the Supplier of any perceived deficiencies in the storage and handling arrangements, the Supplier shall take prompt action at its own cost to rectify the same.
8.4 LAMP BLACK LIMITED may require that delivery of the Goods or performance of the Services be postponed for up to 60 days without affecting the price payable under the purchase order.
8.5 The Supplier shall procure that all of its employees, agents or sub‐contractors attending the delivery address comply with:
8.5.1 any reasonable directions or instructions given from time to time on behalf of LAMP BLACK LIMITED or a Customer and;
8.5.2 any security, health and safety or other policies and regulations that apply to the delivery address or site from time to time in force.
8.6 The Goods shall remain at the risk of the Supplier until delivery to the specified delivery address in accordance with the relevant purchase order, at which point ownership of the Goods shall pass to LAMP BLACK LIMITED.
8.7 LAMP BLACK LIMITED shall have a general lien against the Customer, where the Customer is the owner of the Consignment, for any monies whatever due from the Customer to LAMP BLACK LIMITED If such a lien is not satisfied within a reasonable time, LAMP BLACK LIMITED may, at its absolute discretion sell the Consignment, or part thereof, as agent for the Customer and apply the proceeds towards the monies due and the expenses of the retention, insurance and sale of the Consignment and shall, upon accounting to the Customer for any balance remaining, be discharged from all liability whatever in respect of the Consignment, (2) Where the Customer is not the owner of the Consignment, LAMP BLACK LIMITED shall, have a particular lien against the said owner, allowing the Carrier to retain possession, but not to dispose of, the Consignment against monies due from the Customer in respect of the Consignment.
9.1 LAMP BLACK LIMITED may advance to the Supplier monies on account of postage required in connection with any purchase order. The Supplier hereby agrees to keep separate and identifiable from its own funds such monies and shall not mix such monies with its own funds in any bank or other account. Such monies shall be deposited in a separate account specifically designated for postage monies from LAMP BLACK LIMITED. Such monies remain the property of LAMP BLACK LIMITED at all times and shall be refundable to LAMP BLACK LIMITE on demand.
9.2 The Supplier shall use such monies only for the purpose for which they were provided by LAMP BLACK LIMITED unless otherwise authorised in writing by LAMP BLACK LIMITED at any time.
10.1 LAMP BLACK LIMITED reserves the right for any reason to cancel all or any part of a purchase order or the Contract to the extent that Goods have not yet been delivered or Services not yet performed.
10.2 LAMP BLACK LIMITED shall, in the event of cancellation of any purchase order, pay to the Supplier when due any costs reasonably incurred by the Supplier in connection with that purchase order prior to the date of cancellation which cannot be mitigated by the Supplier. This shall be LAMP BLACK LIMITED ’s sole liability.
11.1 The Supplier shall, not without the prior consent of LAMP BLACK LIMITED, at any time during the period of the Contract, and for 6 months after the date of termination, solicit or endeavour to entice away from or discourage from being employed by LAMP BLACK LIMITED any account manager or any other employee of LAMP BLACK LIMITED with whom the Supplier has had direct contact in relation to any purchase order, the Contract or the operation of their account with LAMP BLACK LIMITED .
11.2 The Supplier shall not, without the prior consent of LAMP BLACK LIMITED , at any time during the period of the Contract and for 12 months after the date of termination, knowingly compete with LAMP BLACK LIMITED (in any capacity whatsoever and whether alone or with, though, for or on behalf of any other person and whether as principal, agent, employee or otherwise) to canvass or solicit new orders for Goods or Services with those exclusively supplied by LAMP BLACK LIMITED as a managed client, or endeavour to entice away (or assist any other person so to do) any person to whom LAMP BLACK LIMITED has provided products or Services during the period of the Contract.
11.3 The Supplier shall not at any time, in connection with or for the benefit of any third party who is not LAMP BLACK LIMITED or a Customer, make use of paper purchasing arrangements put in place by LAMP BLACK LIMITED
11.4 The Supplier shall not at any time make use of any bulk mailing facilities provided by Royal Mail or any other service provided at the cost of any Customer for any third party other than the Customer paying for such service.
12.1 All Intellectual Property, specifications, drawings, artwork, photographs, negatives and other material supplied by LAMP BLACK LIMITED to the Supplier (“Proprietary Material”) shall be and remain the property of LAMP BLACK LIMITED or the Customer to which it relates, as the case may be.
12.2 The Supplier shall only make use of Proprietary Material in connection with the Purchase Order or the Customer to which it relates.
12.3 All intellectual property rights in works, goods or materials produced for LAMP BLACK LIMITED by the Supplier or specifically commissioned by the Supplier for LAMP BLACK LIMITED shall vest in LAMP BLACK LIMITED and the Supplier undertakes to execute all documents required to ensure such ownership.
13.1 Neither party will disclose any Confidential Information to any third party except i) subject to clause 13.2) to those of its employees and sub‐contractors who need to know such information for the purposes of performing the Contract, ii) with the prior consent in writing of the other, iii) as required by law, or iv) to the extent to which that Confidential Information is publicly available or already known to such third party at the date of receipt, other than in breach of the Contract.
13.2 The Supplier undertakes to procure that its agents, employees and sub‐contractors comply with the obligations contained in clause 13.1. If requested by LAMP BLACK LIMITED the Supplier shall procure that each of its agents, employees and sub‐contractors shall sign a confidentiality agreement with LAMP BLACK LIMITED
13.3 The Supplier shall be responsible for any breach of the obligations of confidentiality imposed on its employees and sub‐contractors by the provisions of clauses 13.1 and 13.2.
WARRANTIES AND INDEMNITY
14.1 The Supplier warrants that the Goods and Services:
14.1.1 shall be of satisfactory quality and fit for purpose for which materials of the kind of the Goods are commonly supplied, and shall be of satisfactory appearance finish (where appropriate), free from minor defects (latent or otherwise), be safe and durable and shall be capable of any standard of performance specified by LAMP BLACK LIMITED or otherwise and shall comply with all relevant industry standards; and
14.1.2 will not infringe the Intellectual Property of any third party and shall indemnify LAMP BLACK LIMITED from and against all claims and liabilities, costs, proceedings, damages and expenses (including reasonable legal and other professional fees and expenses) awarded against, or incurred or paid by, LAMP BLACK LIMITED as a result of or in connection with any alleged or actual infringement, whether or not under English law, of any third party’s Intellectual Property Rights or other rights arising out of the use or supply of the products of the Services (including the Goods), except to the extent that any infringement or alleged infringement arises from the Supplier’s strict compliance with any specification provided by LAMP BLACK LIMITED.
14.2 The Supplier:
14.2.1 warrants that all agents, employees and sub‐contractors involved in the provision of Services will be suitably experienced, skilled and qualified to perform the tasks assigned to them;
14.2.2 shall be responsible for the provision (including the cost of such) of any ongoing training of all its and its sub‐contractors’ personnel; and
14.2.3 is, and will remain, registered under the Data Protection Act 1998 and will comply with its obligations under: (i) the 1998 Act; (ii) any other relevant data protection legislation and regulation; and (iii) any Customer and/or LAMP BLACK LIMITED written data protection policies provided to the Supplier.
14.3 The Supplier hereby indemnifies and keeps indemnified LAMP BLACK LIMITED from and against all damages, losses, costs and expenses (including lawyers’ costs and expenses on a full indemnity basis) arising out of any and all allegations, claims, demands or proceedings against LAMP BLACK LIMITED arising from any act, neglect or default of the Supplier, its agents, employees or sub‐contractors.
14.4 During the term of the Contract and for a period of six (6) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover such heads of liability as may arise under or in connection with the Contract, and shall, on LAMP BLACK LIMITED ‘s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
15.1 Without prejudice to any other rights to which it may be entitled, LAMP BLACK LIMITED may give notice in writing to the Supplier terminating the Contract with immediate effect if:
15.1.1 the Supplier commits any breach of any of the terms of the Contract and that breach (if capable of remedy) is not remedied within fifteen (15) Business Days of notice being given by LAMP BLACK LIMITED requiring it to be remedied;
15.1.2 an order is made or a resolution is passed for the winding up of the Supplier or if an order is made for the appointment of an administrator to manage the affairs, business and property of the Supplier or if such an administrator is appointed or if documents are filed with the Court for the appointment of an administrator or if notice of intention to appoint an administrator is given by the Supplier or its directors or by a qualifying charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or if a receiver is appointed of any of the Supplier’s assets or undertakings or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding up order or if the other party takes or suffers any similar or equivalent action in consequence of debt or if the Supplier becomes unable to pay its debts when they fall due;
15.1.3 there is a change of control of the Supplier. For the purposes of this clause, “control” shall have the meaning set out in section 416 of the Income and Corporation Taxes Act 1988;
15.1.4 the Supplier purports to assign its rights or obligations under the Contract.
15.2 Within 7 days of termination of the Contract for any reason, the Supplier shall return to LAMP BLACK LIMITED or to a third party nominated by LAMP BLACK LIMITED all Confidential Information and Proprietary Material belonging to LAMP BLACK LIMITED or any Customer and other information and material supplied to the Supplier by LAMP BLACK LIMITED in connection with the Contract, and certify to LAMP BLACK LIMITED that it has complied with the provisions of this clause.
15.3 The provisions of clauses 13, 14 and 15 shall survive termination of the Contract.
16.1 The Supplier shall not be entitled to delegate, assign or sub‐contract its obligations under the Contract to any third party without the prior written authority of LAMP BLACK LIMITED.
16.2 If LAMP BLACK LIMITED consents to the use of any sub‐contractor by the Supplier at any time, the Supplier shall ensure that such sub‐contractor is made aware of the terms and conditions of the Contract and any applicable purchase orders, and that such sub‐contractor shall agree to be bound by such terms and conditions to the extent applicable to it.
16.3 For the avoidance of doubt, the Supplier acknowledges that any sub‐contractor engaged by it shall be the sole responsibility of the Supplier and that LAMP BLACK LIMITED shall have no liability to such sub‐ contractor. The Supplier hereby indemnifies LAMP BLACK LIMITED in full against all damages, losses costs and expenses arising out of any claim made by any subcontractor against LAMP BLACK LIMITED
Neither party shall be liable to the other for any delay or failure in performing its obligations under the Contract to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable, provided that the Supplier shall use all reasonable endeavours to cure any such events or circumstances and resume performance under the Contract. If any events or circumstances prevent the Supplier from carrying out its obligations under the Contract for a continuous period of more than 90 Business Days, LAMP BLACK LIMITED may terminate the Contract immediately by giving written notice to the Supplier.
Unless otherwise specified any notice, consent or other communication required to be given under Contract by either party to the other shall be made in writing and shall be delivered personally or sent by first class post to the registered address of the other, or such other address as may be notified in writing from time to time. A notice shall be deemed to have been delivered if delivered personally, at the time of delivery and if delivered by post, 2 days after posting.
THIRD PARTY RIGHTS
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 term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
LAMP BLACK LIMITED reserves the right to deduct from any monies due or owing or which may become due or owing to the Supplier any monies due or recoverable from the Supplier by LAMP BLACK LIMITED the Supplier shall not be entitled to deduct from any sums or owing to LAMP BLACK LIMITED any sum which may be due or owing or which may become due or owing to the Supplier by LAMP BLACK LIMITED.
21.1 The Supplier undertakes to observe the highest standards of ethical behaviour.
21.2 The Supplier warrants that it shall and shall procure that persons associated with it or other persons who are performing Services or providing goods to LAMP BLACK LIMITED on behalf of the Supplier shall:
21.2.1 comply with all applicable laws, statutes, regulations, and codes relating to anti‐bribery and anticorruption including but not limited to the UK Bribery Act 2010 (“Relevant Requirements”);
21.2.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
21.2.3 comply with office2office’s Anti‐bribery and Anti‐Corruption Policy as notified to the Supplier from time to time;
21.2.4 have and shall maintain in place its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause 21.2.2, and will enforce them where appropriate;
21.2.5 promptly report to LAMP BLACK LIMITED any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of its obligations owed to, or contract with, LAMP BLACK LIMITED and immediately notify LAMP BLACK LIMITED (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier;
21.2.6 upon request by LAMP BLACK LIMITED, certify to LAMP BLACK LIMITED in writing signed by an officer of the Supplier, compliance with this clause 21 by the Supplier and all persons associated with it. The Supplier shall provide such supporting evidence of compliance as LAMP BLACK LIMITED may reasonably request; and
21.2.7 keep at its normal place of business detailed, accurate and up to date records and books of account showing all payments made by the Supplier in connection with any contract with LAMP BLACK LIMITED and the steps taken by the Supplier to comply with the Relevant Requirements and the other requirements in this clause 21.2, in each case during the previous six years.
21.3 The Supplier shall ensure that any person associated with the Supplier who is performing Services or providing goods to LAMP BLACK LIMITED on the Supplier’s behalf does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 21.
21.4 The Supplier warrants that neither the Supplier nor any of its officers, employees or other persons associated with it has been convicted of any offence involving bribery or corruption, fraud or dishonesty;
21.5 For the purpose of this clause, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. A person associated with the Supplier includes but is not limited to any subcontractor of the Supplier.
21.6 Breach of this clause 21 shall be deemed a material breach entitling LAMP BLACK LIMITED to terminate any contract with the Supplier with immediate effect and without liability. If LAMP BLACK LIMITED terminates the Contract for breach of this clause 21, the Supplier shall not be entitled to claim compensation or any further remuneration, regardless of any activities or agreements with additional third parties entered into before termination.
DISPUTE RESOLUTION AND GOVERNING LAW
22.1 In the event of any disagreement or dispute between the parties they shall first endeavour to resolve it by referring it to the designated point of contact for each party or if they are unable to agree, by referring it to their respective line managers. If these persons are unable to reach agreement within one month of the dispute being referred to them the parties shall seek to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
22.2 If the parties have not settled the dispute by mediation within 42 days from the initiation of the mediation, then the injured party may commence legal proceedings against the other party.
22.3 These terms and conditions and any contract (including any dispute arising thereunder) shall be subject to the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts.
23.1 The Contract constitutes the entire agreement between the parties in relation to the subject matter hereof and, with the sole exception of documents and other assertions referred to in the Contract, supersedes and extinguishes all prior agreements, arrangements, negotiations and discussions or collateral contracts of any nature between the parties, whether oral or written, in relation to such subject matter.
23.2 Each party acknowledges that in entering into the Contract it is not relying on, and shall have no rights or remedies (whether in tort, under statute or otherwise) in respect of any statements, collateral or other warranties, assurances, undertakings or representations (whether innocently or negligently made) by the other party to the Contract other that as expressly contained in the Contract. Nothing in this Contract shall exclude or restrict the liability of either party arising out of fraud, fraudulent misrepresentation or fraudulent concealment.
23.3 No waiver of or amendment to any provision of the Contract shall be effective unless made by a written instrument signed by or on behalf of both parties by their duly authorised representatives.
23.4 The failure or delay by a party to exercise any right, power or remedy under the Contract or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of the Contract this shall not operate as a waiver of any other subsequent breach of that provision, or as a waiver of a breach of any other provision.
23.5 If any provision (or part thereof) of the Contract, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remainder of the clause which contains the relevant provision shall not be affected, unless otherwise stipulated under applicable law. If the remainder of the provision is not affected, the parties shall use all reasonable endeavours to agree within a reasonable time upon any lawful and reasonable variations to the Contract which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the provision (or part) in question.
23.6 Nothing in the Contract shall be deemed to constitute a partnership, or create a relationship of principal and agent for any purpose between the parties.
23.7 The rights, powers and remedies provided in the Contract are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by law, or otherwise.
23.8 Each party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract