1. Interpretation
1.1 In these Conditions, unless the context otherwise requires:
“AHJ” means any authority having jurisdiction, including any regulator, approving authority, fire authority, building control body, insurer, notified or approved body, certification body, local authority, governmental authority or other person with authority to approve, inspect, certify, regulate or enforce requirements applicable to the Goods, their installation, use or the relevant site.
“Applicable Laws” means all applicable laws, statutes, regulations, statutory instruments, trade controls, export controls, sanctions, product safety requirements, anti-bribery, anti-corruption, modern slavery, data protection, environmental, health and safety, electrical safety, fire safety and other legal or regulatory requirements applicable to the Contract, the Goods or their purchase, import, export, re-export, resale, installation, commissioning, maintenance, use, disposal or marketing.
“Buyer” means the person, firm, company or other legal entity who accepts the Seller’s written quotation or whose order for the Goods is accepted by the Seller.
“Conditions” means these standard terms and conditions of sale, together with any special terms expressly agreed in Writing by an authorised director of the Seller.
“Contract” means the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
“Documentation” means the Seller’s manuals, installation instructions, user instructions, commissioning instructions, technical datasheets, product bulletins, software release notes, field safety notices, safety information and other written or electronic instructions supplied or made available by the Seller from time to time.
“Goods” means the goods, products, equipment, components, spare parts, software, firmware, embedded software, associated Documentation and any instalment or part of them supplied by the Seller under the Contract.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, design rights, database rights, rights in software, firmware, confidential information, know-how and all other intellectual property rights, whether registered or unregistered.
“Seller” means Kentec Electronics Limited, registered in England under company number 01937570, whose registered office is at Units 25-26 Fakwes Avenue Questor, Dartford, Kent DA1 1JQ.
“Software” means any software, firmware, embedded code, object code, configuration tool, application, data file, interface, update, patch or digital component supplied with, installed on, embedded in or made available for use with the Goods.
“Writing” includes email and other forms of electronic communication, but excludes text message, instant messaging and social media messaging unless expressly accepted by the Seller in Writing.
1.2 References to statutes or statutory provisions include those statutes or provisions as amended, extended, consolidated or re-enacted from time to time and all subordinate legislation made under them.
1.3 The headings are for convenience only and shall not affect interpretation. Words in the singular include the plural and vice versa. References to a party include its successors and permitted assigns.
2. Basis of Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Seller’s written quotation, if accepted by the Buyer, or the Buyer’s written order, if accepted by the Seller, subject in either case to these Conditions.
2.2 These Conditions apply to the Contract to the exclusion of all other terms and conditions, including any terms contained in or referred to in the Buyer’s purchase order, acceptance, specification, portal, request for quotation, delivery instructions, invoice, website, standard terms or any other document or communication.
2.3 No terms or conditions submitted by the Buyer shall form part of the Contract unless expressly accepted in Writing by an authorised director of the Seller. The Seller’s acceptance of an order, commencement of performance, delivery of Goods, submission of an invoice or receipt of payment shall not constitute acceptance of any Buyer terms.
2.4 Any quotation issued by the Seller is not an offer and may be withdrawn or amended at any time before acceptance. A Contract is formed only when the Seller confirms acceptance of the Buyer’s order in Writing or otherwise expressly commences performance.
2.5 No variation of the Contract or these Conditions shall be binding unless agreed in Writing by authorised representatives of both parties, and any variation affecting price, liability, warranty, compliance, export or payment shall be valid only if approved by a director of the Seller.
2.6 The Seller’s employees, agents and representatives are not authorised to make representations, warranties, guarantees or commitments concerning the Goods unless confirmed by the Seller in Writing. The Buyer acknowledges that it has not relied on any statement not expressly incorporated into the Contract, but nothing in these Conditions excludes liability for fraudulent misrepresentation.
2.7 Any advice or recommendation given by the Seller regarding storage, installation, application, configuration, maintenance or use of the Goods is followed at the Buyer’s own risk unless confirmed in Writing by the Seller and expressly incorporated into the Contract.
2.8 Any typographical, clerical, administrative, pricing or other error or omission in any quotation, price list, catalogue, website, sales literature, order acknowledgement, invoice, Documentation or other document issued by the Seller may be corrected by the Seller without liability.
2.9 The Buyer confirms that it is purchasing the Goods in the course of business and not as a consumer. These Conditions are intended to apply to business-to-business transactions only.
3. Orders and Specifications
3.1 No order submitted by the Buyer shall be deemed accepted unless and until confirmed in Writing by the Seller’s authorised representative.
3.2 The Buyer is responsible for ensuring the accuracy, completeness and suitability of each order, specification, drawing, design, instruction, project requirement, delivery requirement, end-use statement and all other information supplied by or on behalf of the Buyer.
3.3 The quantity, quality, description and specification of the Goods shall be as set out in the Seller’s quotation or order acknowledgement. Marketing materials, catalogues, website content and samples are illustrative only and shall not form part of the Contract unless expressly incorporated in Writing.
3.4 If the Goods are manufactured, configured, labelled, programmed, adapted or processed in accordance with any specification, drawing, design, instruction or requirement supplied by or on behalf of the Buyer, the Buyer shall indemnify the Seller against all losses, claims, damages, liabilities, penalties, costs and expenses arising from such specification, drawing, design, instruction or requirement, including any claim for infringement of Intellectual Property Rights, non-compliance, unsafe design, unsuitable application or regulatory breach.
3.5 The Seller may make changes to the Goods, specification, design, components, firmware or Documentation where required to comply with Applicable Laws, to address supply chain constraints, to improve safety, reliability or manufacturability, to correct errors, or where the change does not materially impair the core functionality of the Goods.
3.6 No order accepted by the Seller may be cancelled, delayed, rescheduled or reduced by the Buyer except with the Seller’s prior written agreement and on terms that the Buyer indemnifies the Seller in full against all losses, including loss of profit, labour, materials, stock, work in progress, cancellation charges, administrative costs and third-party commitments.
4. Price of Goods
4.1 The price of the Goods shall be the Seller’s quoted price or, where no valid quoted price exists, the price in the Seller’s applicable price list at the date of order acceptance. Quoted prices are valid for 30 days only unless withdrawn earlier or expressly stated otherwise.
4.2 The Seller may increase the price by giving written notice at any time before delivery to reflect any increase in cost or risk to the Seller, including foreign exchange fluctuation, currency regulation, duties, tariffs, taxes, freight costs, insurance costs, labour costs, energy costs, raw material costs, electronic component shortages, supplier surcharges, compliance costs, regulatory change, sanctions, export controls, changes in delivery dates, quantities or specifications requested by the Buyer, or delay caused by the Buyer.
4.3 Unless otherwise agreed in Writing, all prices are Ex Works the Seller’s premises, and the Buyer shall pay all transport, packaging, carriage, insurance, loading, unloading, customs, import, export, storage and handling charges.
4.4 Prices are exclusive of value added tax and all other applicable taxes, duties and charges, which shall be payable by the Buyer in addition.
4.5 The cost of pallets, returnable containers and special packaging may be charged to the Buyer. Credit may be given only where such items are returned undamaged before the relevant payment due date and in accordance with the Seller’s instructions.
5. Terms of Payment
5.1 Subject to any special terms agreed in Writing and subject to the Buyer satisfying the Seller’s credit requirements, the Seller may invoice the Buyer on or at any time after delivery. Where Goods are to be collected by the Buyer, or where the Buyer fails to take delivery, the Seller may invoice at any time after notifying the Buyer that the Goods are ready for collection or after tendering delivery.
5.2 The Buyer shall pay each invoice in full within 30 days of the invoice date unless otherwise agreed in Writing. Time for payment is of the essence. Payment shall be made in cleared funds to the bank account nominated by the Seller.
5.3 The Buyer shall pay all amounts due without deduction, withholding, counterclaim, abatement or set-off, except as required by law.
5.4 If the Buyer fails to make payment when due, the Seller may, without limiting any other right or remedy: cancel the Contract; suspend further deliveries or performance; withhold warranty support; withdraw credit; require payment in advance; appropriate any payment to any outstanding debt as the Seller thinks fit; exercise retention of title rights; and charge interest and recovery costs on overdue sums.
5.5 Interest shall accrue daily on overdue sums at 8% per annum above the Bank of England base rate from time to time or, if higher or more advantageous to the Seller, at the rate recoverable under the Late Payment of Commercial Debts (Interest) Act 1998 and related regulations. The Buyer shall also pay fixed compensation and all reasonable costs of recovering overdue sums, including legal, collection and enforcement costs.
5.6 The Seller may amend, suspend or withdraw any credit terms at any time in its sole discretion, including where the Buyer’s credit profile changes, payment history deteriorates, credit insurance is unavailable or reduced, or the Seller reasonably considers that payment may be at risk.
5.7 If the Buyer disputes an invoice, it shall notify the Seller in Writing within 7 days of the invoice date, identifying the disputed amount and the reasons for dispute. The Buyer shall pay all undisputed amounts by the due date. Failure to notify within that period shall not relieve the Buyer of liability to pay.
6. Delivery
6.1 Delivery shall be made by the Buyer collecting the Goods at the Seller’s premises after the Seller has notified the Buyer that the Goods are ready for collection or, where the Seller agrees to deliver elsewhere, by the Seller delivering the Goods to that place.
6.2 Delivery dates are approximate only. Time for delivery shall not be of the essence unless expressly agreed in Writing by the Seller. The Seller shall not be liable for delay in delivery however caused.
6.3 The Seller may deliver the Goods in advance of the quoted delivery date and may deliver by instalments. Each instalment shall be treated as a separate contract. Delay, defect or non-delivery in relation to one instalment shall not entitle the Buyer to cancel or reject any other instalment or the Contract as a whole.
6.4 If the Seller is liable for failure to deliver, its liability shall be limited to the excess, if any, of the reasonable cost to the Buyer of purchasing similar replacement goods in the cheapest available market over the price of the Goods not delivered.
6.5 The Buyer shall inspect the Goods immediately upon delivery or collection and shall notify the Seller in Writing of any shortage, transit damage or delivery discrepancy within 3 Business Days. If the Buyer fails to do so, the Goods shall be deemed delivered in accordance with the Contract.
6.6 If the Buyer fails to take delivery, fails to collect, fails to provide delivery instructions or otherwise prevents delivery, the Seller may store the Goods at the Buyer’s risk and expense, invoice the Buyer, charge reasonable storage and insurance costs, and/or sell the Goods after giving the Buyer reasonable notice and charge the Buyer for any shortfall below the Contract price.
7. Risk and Property
7.1 Risk in the Goods shall pass to the Buyer: where Goods are collected, when the Seller notifies the Buyer that the Goods are available for collection; or where Goods are delivered elsewhere, at the time of delivery or tendered delivery.
7.2 Title to the Goods shall not pass to the Buyer until the Seller has received payment in full in cleared funds for the Goods and all other goods and services supplied by the Seller to the Buyer for which payment is due.
7.3 Until title passes, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, keep them separate from the Buyer’s and third-party goods, store them safely, keep them identifiable as the Seller’s property, maintain them in satisfactory condition, insure them for their full replacement value and hold the proceeds of insurance on trust for the Seller.
7.4 The Buyer may resell or use the Goods in the ordinary course of its business before title passes, provided that any sale shall be made as principal and not as the Seller’s agent, and the Buyer shall account to the Seller for the proceeds of sale to the extent necessary to discharge all sums owed to the Seller.
7.5 Until title passes, the Seller may require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, may enter any premises where the Goods are stored to inspect, count and recover them. The Buyer grants the Seller, its agents and employees an irrevocable licence to enter such premises for that purpose.
7.6 The Buyer shall not pledge, charge, encumber or grant security over any Goods that remain the Seller’s property. If it does so, all sums owed to the Seller shall become immediately due and payable.
8. Buyer Responsibilities, Installation, Use and AHJ Approval
8.1 The Buyer is solely responsible for ensuring that the Goods are suitable for the Buyer’s intended application, site conditions, system design, installation, commissioning, configuration, programming, maintenance, testing, use, resale and end-user requirements.
8.2 Unless expressly agreed in Writing by the Seller as a separate contracted service, the Seller is not responsible for fire strategy, system design, installation design, cause-and-effect programming, commissioning, maintenance, certification, third-party approval, AHJ approval, project approval, site compliance or compliance of any complete installed system with Applicable Laws, standards, codes, specifications or project requirements.
8.3 The Buyer shall ensure that the Goods are installed, commissioned, configured, inspected, tested, maintained and used only by competent persons and in accordance with the Documentation, Applicable Laws, applicable standards, good industry practice and any site-specific requirements.
8.4 The Buyer shall not make, and shall ensure that its customers and end users do not make, any representation, warranty, guarantee, statement or commitment regarding the Goods that exceeds or differs from the Seller’s written warranty and Documentation.
8.5 The Buyer shall be responsible for obtaining and maintaining all permits, licences, consents, approvals, inspections, certifications and authorisations required for the import, export, re-export, resale, installation, commissioning, maintenance, use and disposal of the Goods.
8.6 The Buyer shall ensure that any installer, integrator, maintainer, distributor, reseller, customer or end user receives and complies with the relevant Documentation, safety instructions, technical bulletins and field safety notices.
9. Warranties and Returns
9.1 Subject to this clause 9, the Seller warrants that the Goods will correspond in all material respects with the Seller’s applicable specification at the time of delivery and will be free from defects in material and workmanship for 36 months from delivery.
9.2 The warranty in clause 9.1 is subject to the Buyer complying in all material respects with these Conditions and paying all sums due to the Seller by the due date.
9.3 The Seller shall have no liability under the warranty or otherwise for any defect, failure, damage, malfunction or non-conformance arising from or connected with: fair wear and tear; wilful damage; negligence; abnormal working conditions; incorrect storage, handling, installation, commissioning, configuration, programming, testing, servicing, maintenance or use; failure to follow Documentation; misuse; contamination; water ingress; corrosion; power supply issues; power surge; electromagnetic interference; unsuitable environmental conditions; vibration; unauthorised modification or repair; use with non-approved equipment; integration with third-party systems; unauthorised software or firmware changes; failure to apply updates or safety notices; Buyer specifications; or any act or omission of the Buyer or any third party.
9.4 The warranty does not apply to consumables, batteries, third-party parts, materials, equipment, software or components not manufactured by the Seller, except to the extent the Seller is able to pass through the benefit of a third-party manufacturer’s warranty.
9.5 Any claim based on shortage, transit damage or apparent defect must be notified under clause 6.5. Any other warranty claim must be notified to the Seller in Writing within 7 days of discovery and within the warranty period.
9.6 The Buyer shall, at its own cost and risk, return the relevant Goods or part to the Seller or such location as the Seller directs, together with proof of purchase, a detailed explanation of the claim, installation and maintenance records, configuration information and any other information reasonably required by the Seller.
9.7 Where the Seller accepts that a valid warranty claim exists, the Seller may, at its sole discretion, repair or replace the Goods or relevant part, issue a credit, or refund the price paid for the Goods or a proportionate part of the price. This shall be the Buyer’s sole and exclusive remedy for the relevant defect or non-conformance.
9.8 Repaired or replacement Goods shall be warranted for the remainder of the original warranty period only, unless the Seller expressly agrees otherwise in Writing.
9.9 Except as expressly stated in these Conditions, all warranties, conditions and other terms implied by statute, common law, custom, trade usage or otherwise are excluded to the fullest extent permitted by law.
10. Liability
10.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979; defective products under the Consumer Protection Act 1987; or any liability that cannot lawfully be excluded or limited.
10.2 Subject to clause 10.1, the Seller shall not be liable to the Buyer, whether in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution or otherwise, for any loss of profit, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of anticipated savings, loss of data, loss of production, loss of use, business interruption, plant shutdown, downtime, wasted expenditure, recall costs not expressly authorised by the Seller, reputational damage, special loss, indirect loss or consequential loss arising under or in connection with the Contract.
10.3 Subject to clause 10.1, the Seller’s liability for any warranty claim or defect claim shall be limited to the remedies in clause 9.7.
10.4 Subject to clauses 10.1, 10.2 and 10.3, the Seller’s total aggregate liability to the Buyer arising under or in connection with the Contract shall not exceed the price paid by the Buyer for the specific Goods giving rise to the claim.
10.5 Where a court or tribunal determines that the cap in clause 10.4 is unenforceable or unreasonable in whole or in part, the Seller’s total aggregate liability shall instead be limited to the lowest amount that such court or tribunal determines to be enforceable and reasonable in the circumstances.
10.6 The Buyer acknowledges that the price of the Goods has been calculated on the basis of the limitations and exclusions in these Conditions and that the Buyer is responsible for maintaining appropriate insurance for its business, site, installation, end-use risks and onward supply obligations.
10.7 The Seller shall not be liable for any claim unless the Buyer gives written notice of the claim within 12 months of the date on which the Buyer became, or ought reasonably to have become, aware of the event giving rise to the claim.
11. Buyer Indemnities
11.1 The Buyer shall indemnify and hold harmless the Seller, its affiliates, directors, officers, employees, agents, representatives and subcontractors against all claims, losses, liabilities, damages, penalties, fines, costs and expenses, including legal and professional costs, arising out of or in connection with:
(a) the Buyer’s breach of the Contract or Applicable Laws;
(b) any inaccurate, incomplete, unsafe or non-compliant specification, drawing, design, instruction, end-use statement, export information or other information supplied by or on behalf of the Buyer;
(c) installation, commissioning, configuration, programming, maintenance, testing, use, storage, handling, resale, export, re-export, disposal or marketing of the Goods other than in accordance with the Documentation or Applicable Laws;
(d) modification, repair, integration or combination of the Goods not authorised by the Seller;
(e) any representation, warranty, guarantee or commitment made by the Buyer to any third party that exceeds or differs from the Seller’s written warranty or Documentation;
(f) any claim by an end user, customer, AHJ, regulator, insurer, installer, maintainer or other third party to the extent caused by the Buyer or any third party for whom the Buyer is responsible; and
(g) any onward sale, export, re-export, supply, installation or use of the Goods by or through the Buyer.
11.2 The indemnities in these Conditions are continuing obligations and shall survive termination, expiry or completion of the Contract.
12. Intellectual Property, Software, Firmware and Cybersecurity
12.1 All Intellectual Property Rights in the Goods, Software, Documentation, designs, drawings, specifications, tooling, test methods, know-how, firmware, source code, object code, configuration tools and technical information are and shall remain the property of the Seller or its licensors.
12.2 The Buyer shall not copy, modify, reverse engineer, decompile, disassemble, translate, adapt, create derivative works from, remove proprietary notices from, or otherwise misuse the Goods, Software or Documentation except to the extent expressly permitted by law.
12.3 Software is licensed, not sold. The Buyer is granted a non-exclusive, non-transferable, revocable licence to use the Software only with the Goods, only for the Buyer’s internal business purposes or authorised resale/use of the Goods, and only in accordance with the Documentation and these Conditions.
12.4 The Seller does not warrant that Software, firmware or networked functions will be uninterrupted, error-free, compatible with all systems, free from vulnerabilities or immune from cyber threats.
12.5 The Buyer is responsible for maintaining appropriate cybersecurity controls, network segmentation, access permissions, password controls, patching processes, backups, monitoring, physical security and operational procedures for any system into which the Goods are installed or connected.
12.6 If a third-party claim alleges that the Goods infringe Intellectual Property Rights, the Buyer shall promptly notify the Seller, give the Seller full control of the defence and settlement, provide reasonable assistance, make no admission or settlement without the Seller’s prior written consent, and take reasonable steps to mitigate loss.
12.7 The Seller may, at its discretion, procure a right for continued use, modify the Goods so that they become non-infringing, replace the Goods, or refund the price paid for the affected Goods less a reasonable allowance for use. This clause states the Seller’s entire liability and the Buyer’s sole remedy for infringement of Intellectual Property Rights.
12.8 The Seller shall have no liability for infringement arising from Buyer specifications, unauthorised modification, combination with non-Seller goods, continued use after notice, use outside the Documentation, or use in a country or field of use not approved by the Seller in Writing.
13. Product Safety, Recalls and Field Safety Actions
13.1 The Buyer shall promptly notify the Seller in Writing of any actual or suspected defect, safety issue, incident, complaint, field failure, regulatory enquiry, AHJ concern, insurer concern, enforcement notice, claim or threatened claim relating to the Goods.
13.2 The Seller shall have sole control over any investigation, recall, corrective action, field safety notice, technical bulletin, customer communication, regulator communication or other remedial action relating to the Goods, except to the extent Applicable Laws require otherwise.
13.3 The Buyer shall provide all reasonable assistance requested by the Seller, including traceability records, customer and end-user details, installation records, maintenance records, stock information, access to Goods and cooperation with notices or corrective actions.
13.4 The Buyer shall not make any admission of liability, public statement, regulator notification, customer notification, recall communication or technical statement concerning the Goods without the Seller’s prior written consent, except where required by law. Where disclosure is legally required, the Buyer shall, where legally permitted, consult the Seller before making the disclosure.
13.5 The Buyer shall maintain accurate records sufficient to identify the onward supply, location, customer and end user of Goods supplied by the Seller for at least 10 years from delivery or such longer period as required by Applicable Laws.
14. Insolvency, Suspension and Termination
14.1 The Seller may suspend performance, withhold delivery, require advance payment, cancel the Contract or terminate the Contract immediately by written notice if the Buyer fails to pay any sum when due, breaches the Contract, becomes insolvent, enters administration or liquidation, makes an arrangement with creditors, has a receiver appointed, ceases or threatens to cease business, suffers any analogous event in any jurisdiction, experiences a material adverse change in creditworthiness, or the Seller reasonably believes that any such event may occur.
14.2 If this clause applies, all sums owing to the Seller shall become immediately due and payable, and the Seller may exercise all rights and remedies available to it, including retention of title rights.
14.3 Termination or expiry shall not affect any accrued rights, remedies, obligations or liabilities of either party, nor any clause intended to survive termination, including clauses relating to payment, title, liability, indemnities, intellectual property, confidentiality, export controls, sanctions and governing law.
15. Export Terms, Export Controls and Sanctions
15.1 In this clause, “Incoterms” means Incoterms 2020 or any later version expressly stated in the Seller’s quotation or order acknowledgement. If there is conflict between Incoterms and these Conditions, these Conditions shall prevail.
15.2 Where Goods are supplied for export from the United Kingdom, this clause applies in addition to the other Conditions. Unless otherwise agreed in Writing, Goods shall be supplied Ex Works the Seller’s premises or such Incoterm as the Seller states in Writing.
15.3 The Buyer is responsible for complying with all legislation and regulations governing import, export, re-export, transfer, resale, end use and disposal of the Goods, and for paying all duties, tariffs, taxes, customs charges and related costs.
15.4 The Buyer shall obtain and maintain all licences, approvals, consents and authorisations required for the import, export, re-export, transfer, resale and end use of the Goods and shall provide copies to the Seller on request.
15.5 The Buyer warrants and undertakes that it is not, and shall not become, a sanctions target, denied party, restricted party or person owned or controlled by such a person under sanctions or export control laws of the United Kingdom, United Nations, United States, European Union, Japan or any other relevant jurisdiction.
15.6 The Buyer shall not sell, supply, export, re-export, transfer, divert or otherwise make available the Goods, directly or indirectly, to any person, country, territory, vessel, aircraft, end user or end use where doing so would breach or expose the Seller to breach of sanctions, export controls, trade embargoes or restrictive measures.
15.7 The Buyer shall conduct all necessary due diligence and screening of customers, end users, banks, freight forwarders, vessels, intermediaries and transaction parties, shall flow down equivalent obligations to its customers and supply chain, and shall provide information reasonably requested by the Seller to verify compliance.
15.8 The Seller may refuse, suspend, delay or cancel any order, delivery or performance without liability where the Seller considers that sanctions, export controls, end-use concerns, licensing requirements, trade restrictions, customer screening, compliance checks or reputational risk may apply.
15.9 The Buyer shall immediately notify the Seller of any actual or suspected breach of this clause or any change in status, ownership, control, destination, end user or end use relevant to sanctions or export controls.
15.10 The Buyer shall indemnify and hold harmless the Seller, its directors, officers, employees and agents from and against all claims, losses, liabilities, penalties, fines, damages, costs and expenses, including legal and compliance costs, arising out of or related to the Buyer’s breach of this clause.
16. Anti-Bribery, Anti-Corruption, Modern Slavery and Ethical Compliance
16.1 Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010. The Buyer shall maintain adequate procedures to prevent bribery and corruption and shall promptly report to the Seller any request or demand for undue financial or other advantage connected with the Contract.
16.2 The Buyer warrants that it, its affiliates and its supply chain comply and shall continue to comply with all applicable laws relating to modern slavery, human trafficking, forced labour, child labour and ethical sourcing, including the Modern Slavery Act 2015.
16.3 The Buyer warrants that it has not been convicted of, investigated for, or subject to enforcement proceedings relating to bribery, corruption, slavery, human trafficking, forced labour or child labour, except as fully disclosed to the Seller in Writing before the Contract is formed.
16.4 The Buyer shall maintain appropriate policies, procedures, training, due diligence, records and supply-chain controls and shall provide evidence of compliance on the Seller’s request.
16.5 Any breach of this clause shall be deemed a material breach and shall entitle the Seller to suspend performance or terminate the Contract immediately without liability. The Buyer shall indemnify the Seller against all losses, liabilities, penalties, fines, damages, costs and expenses arising from such breach.
17. Confidentiality and Data
17.1 The Buyer shall keep confidential and shall not disclose or use except for the proper performance of the Contract any confidential information of the Seller, including prices, discounts, commercial terms, product roadmaps, designs, drawings, specifications, software, firmware, technical information, test information, business information and Documentation.
17.2 The obligations of confidentiality shall not apply to information that is public other than through breach, already lawfully known to the Buyer without restriction, independently developed without use of the Seller’s confidential information, or required to be disclosed by law or a competent authority.
17.3 The Buyer shall ensure that its employees, contractors, customers, installers, maintainers and end users comply with confidentiality obligations at least as protective as those in this clause.
17.4 Each party shall comply with applicable data protection laws in connection with the Contract. The Buyer shall not provide personal data to the Seller unless necessary for performance of the Contract and shall ensure it has a lawful basis for doing so.
18. Force Majeure
18.1 The Seller shall not be liable for delay in performing or failure to perform any obligation if the delay or failure is due to any cause beyond the Seller’s reasonable control.
18.2 Such causes include acts of God, fire, flood, explosion, epidemic, pandemic, war, terrorism, civil disturbance, labour dispute, shortage of raw materials, components, labour, fuel or machinery, supply chain disruption, transport disruption, cyber incident, power failure, machinery breakdown, governmental action, import or export restriction, sanctions, embargo, regulatory change, supplier default, port delay, customs delay or inability to obtain licences or approvals.
18.3 The Seller may suspend performance, extend delivery dates, allocate available stock between customers, source alternative components, vary specifications under clause 3.5 or cancel the Contract without liability where a force majeure event materially affects performance.
19. Notices
19.1 Any notice under the Contract shall be in Writing and delivered by hand, pre-paid first-class post or other next working day delivery service, recorded delivery, courier, or email to the relevant party’s registered office, principal place of business or such other address notified in Writing.
19.2 Notices shall be deemed received: if delivered by hand, on signature; if sent by pre-paid first-class post or next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by courier, when signed for; and if sent by email, at the time of transmission provided no bounce-back or delivery failure message is received.
20. General
20.1 No waiver by the Seller of any breach shall constitute a waiver of any subsequent breach or any other provision. A waiver shall be effective only if given in Writing.
20.2 The Buyer shall not assign, transfer, subcontract, delegate, charge or otherwise deal with any of its rights or obligations under the Contract without the Seller’s prior written consent. The Seller may assign, transfer, subcontract or delegate its rights and obligations.
20.3 Nothing in the Contract shall give any third party rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that the Seller’s affiliates, directors, officers, employees, agents and subcontractors may enforce indemnities and liability protections expressed to benefit them.
20.4 If any provision is held invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If modification is not possible, the provision shall be deemed deleted and the remaining provisions shall continue in full force.
20.5 The Contract constitutes the entire agreement between the parties and supersedes all prior discussions, correspondence, negotiations, arrangements, understandings and agreements relating to its subject matter.
20.6 The Seller may bring proceedings for debt recovery, injunctive relief, enforcement of Intellectual Property Rights, recovery of Goods, urgent interim relief or enforcement in the courts of England and Wales or any other court of competent jurisdiction. Any other dispute may, at the Seller’s sole option, be referred to arbitration by a single arbitrator appointed by agreement or, failing agreement, by the President of the Law Society of England and Wales under the Arbitration Act 1996.
20.7 The Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales. Subject to clause 20.6, the Buyer submits to the non-exclusive jurisdiction of the courts of England and Wales.
KENQA-TCS001 Rev.D