Vendor Procurement Agreement (International)

Definitions

"Business Day" means a day on which banks are open for general business in the cities in which the parties' notice addresses are located and, for a delivery, in the place of delivery.

"Purchase Order" means a written order for Goods or Services issued by the Buyer or a Buyer Affiliate under this agreement, in paper or electronic form, including any change the Buyer issues to it; "Affiliate" means an entity that controls, is controlled by or is under common control with a party.

"Applicable Law" means all laws, regulations and binding orders, of any jurisdiction, that apply to a party, to the Goods or Services or to the performance of this agreement, including the laws of the place where the Vendor is established or performs, the place of delivery, the place of use of the Goods that the Vendor knows about, and the export, import, customs and sanctions laws that apply to the Goods or to either party.

"Confidential Information" means all information, in any form, that one party discloses to the other in connection with this agreement and that is marked confidential or would reasonably be understood to be confidential, including the Buyer's specifications, volumes, prices and customers and the Vendor's pricing methods and processes.

Framework and Purchase Orders

This agreement sets the terms on which the Buyer and its Affiliates may buy Goods and Services from the Vendor. Each Purchase Order that the Vendor accepts, or is treated as accepting, forms a separate contract on the terms of this agreement. The Buyer's Affiliates that issue Purchase Orders are responsible for their own orders, and the Buyer is not liable for them unless it says so in writing.

Nothing in this agreement obliges the Buyer to place any Purchase Order or to buy any minimum quantity or value, and the Vendor has no exclusive right to supply. Any forecast the Buyer provides is given in good faith as an estimate only. The Vendor may, however, rely on a Purchase Order that the Buyer has issued and that is not cancelled under this agreement.

If there is a conflict, the following order of precedence applies, highest first: the body of this agreement; any schedule to this agreement; the Purchase Order, but only as to the description, quantity, price, delivery date and delivery place of what is ordered. The Vendor's quotation, order acknowledgement, invoice, delivery note and standard terms do not form part of any contract between the parties.

Each Purchase Order is an offer by the Buyer to buy on the terms of this agreement, which lapses if the Vendor does not accept it within 3 Business Days. The Vendor accepts it on those terms only, whether by written confirmation, shipment or starting performance. No term in the Vendor's general conditions, quotation, order confirmation, pro forma invoice, commercial invoice or shipping documents, in any language or on any website or electronic platform, forms part of the contract, and each party agrees that no practice between them or usage of trade varies this clause.

The Buyer will issue each Purchase Order with a Purchase Order number, the Goods or Services ordered, the quantity, the price, the delivery date and the Delivery Location. The Vendor must quote the Purchase Order number on every acknowledgement, delivery note and invoice. The Buyer is not liable to pay for goods delivered or services performed without a valid Purchase Order, except where an authorised representative of the Buyer has instructed the work in writing.

The Vendor must accept or reject a Purchase Order in writing within 3 Business Days. If the Vendor does not respond in that time, the Buyer may treat the Purchase Order as rejected and place it elsewhere, or may remind the Vendor, and the Purchase Order is then treated as accepted if the Vendor does not reject it within one further Business Day. The Vendor may reject a Purchase Order only if it does not comply with this agreement or exceeds the capacity the Vendor has notified in writing.

The Buyer may change a Purchase Order before delivery or performance by written notice. If a change affects the price or the delivery date, the Vendor must tell the Buyer within three Business Days with the amount of the change and the Buyer may then confirm the change or withdraw it. The Vendor may not change a Purchase Order unless the Buyer agrees in writing.

The Buyer may cancel a Purchase Order, in whole or in part, before delivery or performance by written notice. If it does so more than ten Business Days before the delivery date, it is not liable for any charge. If it does so later, it will pay the Vendor's reasonable and documented direct cost of work already done and materials already bought for the cancelled order that cannot be used for other customers, up to the price of the cancelled order.

Vendor Qualification and Onboarding

The Vendor represents and warrants that it is validly existing under the law of the place where it is established, that the registration and tax numbers it has given the Buyer are accurate, that it has disclosed to the Buyer any person who owns or controls 25% or more of it, that it holds every licence, permit and registration needed to export and supply the Goods and Services, and that it will give the Buyer any document the Buyer reasonably needs for customer-identification, tax residence, anti-money-laundering or sanctions checks. The Vendor must tell the Buyer promptly of any change to these facts.

Before the first Purchase Order, and when the Buyer reasonably asks, the Vendor must give the Buyer the information the Buyer's onboarding process requires, including details of its ownership, its bank account in the Vendor's own name, and its insurance and quality certificates. The Vendor must tell the Buyer promptly of any change of control, any change to its bank details, and any event that materially affects its ability to perform. The Buyer may verify a change of bank details by an independent call-back before paying to the new account.

The Vendor must comply, and must ensure that its subcontractors comply, with the Buyer's supplier code of conduct as notified to the Vendor in writing from time to time, so long as it is consistent with this agreement and with Applicable Law. If the code changes in a way that increases the Vendor's costs, the parties will discuss the change in good faith before it takes effect for existing Purchase Orders.

Goods and Services

The Vendor must supply Goods and Services that match the specification in the Purchase Order (and any specification, drawing or sample it refers to), this agreement and the description in the Key Terms. If a specification is incomplete or inconsistent, the Vendor must raise the point with the Buyer in writing before it relies on its own interpretation.

The Vendor must supply Goods that are new, of satisfactory quality, free from defects in design (where the Vendor designed them), materials and workmanship, and fit for any purpose that the Purchase Order states or that the Vendor was told about, and must comply with the quality standards and certifications named in the Purchase Order.

The Vendor must perform the Services with the skill, care and diligence to be expected of an experienced international supplier of similar services, in accordance with good industry practice, the standards in the Purchase Order and the law of the place where the Services are performed, using suitably qualified personnel who hold any visa, work permit or licence needed. The Vendor is responsible for its personnel's travel, accommodation and local taxes unless a Purchase Order says otherwise, and must perform by the dates in the Purchase Order or, if none, within a reasonable time.

"Vendor Personnel" means all individuals the Vendor or its subcontractors use to perform the Services. The Vendor is responsible for their conduct, pay, tax, social-security and insurance, must ensure they have the right to work in the place where they work, and must replace any individual whom the Buyer reasonably asks it to remove from its premises or systems. The Vendor Personnel are not employees of the Buyer. While on the Buyer's premises they must comply with the Buyer's site, security and health and safety rules.

The Vendor may subcontract part of its obligations only after giving the Buyer notice of the subcontractor and the work, and the Buyer may object on reasonable grounds within ten Business Days. The Vendor must bind each subcontractor to terms that give the Buyer equivalent protection to this agreement on confidentiality, intellectual property, data security, compliance and audit, and remains responsible for each subcontractor as if its acts and omissions were the Vendor's own.

The Buyer may ask for a change to the specification or to the scope of the Services. The Vendor must, within five Business Days, tell the Buyer in writing what effect the change would have on price, timing and quality, and must not carry out the change until the Buyer has agreed it in writing. The Vendor may not change the specification, materials, components, manufacturing location or process of the Goods without the Buyer's prior written approval.

Delivery

The Vendor must deliver the Goods under the Delivery Terms, as the Incoterms 2020 rules define them, and must pack and mark them for international carriage, with the commercial invoice, packing list, certificate of origin and transport documents that the Purchase Order and the Delivery Terms require, quoting the Purchase Order number. The Incoterms rule determines who arranges and pays for carriage, insurance and export and import clearance, and where delivery and risk pass, but it does not affect the Buyer's rights to inspect, reject and claim under this agreement.

The Vendor must give the Buyer, with each shipment or on request, accurate customs and trade documentation, including the commodity classification, country of origin and any preferential origin declaration, and must be liable for the accuracy of those statements. The Vendor will indemnify the Buyer against any duty, tax, penalty or delay that results from a false, incomplete or inaccurate statement or document that the Vendor provided, and will keep the supporting records for the period the law of the country of import requires.

If the Vendor expects to be late, it must tell the Buyer at once with the reason and a recovery plan. If the Vendor is more than five Business Days late, the Buyer may cancel the affected Purchase Order without charge and buy substitute goods or services elsewhere, and the Vendor will pay the reasonable extra cost of doing so, up to 15% of the price of the cancelled order.

Inspection, Rejection and Acceptance

The Buyer may inspect and test the Goods and review the Services at any reasonable time. Where delivery and risk pass at the place of shipment, the Inspection Period runs from the arrival of the Goods at the Delivery Location and not from delivery to the carrier, and payment, delivery to a carrier or customs clearance do not mean that the Buyer has accepted them.

If Goods or Services do not conform to this agreement or the Purchase Order, the Buyer may reject them by notice to the Vendor within the Inspection Period, or for a hidden defect within a reasonable time after discovering it and within the Warranty Period. The Vendor must, within ten Business Days of the Buyer's choice, replace the Goods, re-perform the Services or refund the price, and must bear all costs of the non-conformity, including freight, insurance, duties, taxes and customs charges on the return and on the replacement shipment. If return is uneconomic or prohibited, the Buyer may scrap the rejected Goods locally in compliance with the law and the Vendor will bear the cost, and the Buyer may buy substitutes elsewhere and recover the reasonable extra cost.

The Buyer accepts Goods or Services when it notifies the Vendor in writing that it accepts them or when the Inspection Period ends without a notice of rejection. Acceptance does not waive any right under the warranties in this agreement for a defect that was not apparent on reasonable inspection.

Title and Risk

Title to the Goods passes to the Buyer on delivery or, if earlier, on payment, and the Vendor warrants that it has good title free from any lien, charge or other encumbrance. Title to materials and work product of the Services passes to the Buyer as they are created.

Risk of loss of or damage to the Goods passes as the Delivery Terms provide, but the Vendor remains responsible for loss or damage that results from non-conforming packing, a defect in the Goods, or any act or omission of the Vendor or its carrier before risk passes. Risk in rejected Goods returns to the Vendor when the Buyer gives notice of rejection, and the Vendor must insure the Goods in transit for at least the invoice value plus 10% wherever the Delivery Terms require it to do so. Title passes as the title clause provides, whatever the Delivery Terms say.

Price and Payment

The prices are those in the Purchase Order or, if it states none, the Vendor's price list agreed with the Buyer. Prices are fixed for the period of the Purchase Order, are in the currency stated there, and include packaging, carriage to the Delivery Location, insurance in transit, duties and all other costs except the taxes dealt with in this agreement.

The Vendor may propose a price increase by giving the Buyer notice at least 90 days before the proposed date, with evidence of the cost increase. A price increase takes effect only if the Buyer agrees in writing and never applies to a Purchase Order already accepted. If the parties do not agree, either may end the affected pricing on the proposed date without liability, and orders already accepted continue at the old price.

All prices are exclusive of value added tax, goods and services tax, sales tax and similar taxes, which the Buyer will pay where properly chargeable, against a valid invoice, subject to any zero-rating or exemption for export supplies. Customs duties, import taxes and clearance charges are for the party the Delivery Terms name. If the law requires the Buyer to withhold tax from a payment, it may do so and pay the amount to the authority, treating it as paid to the Vendor, and will give the Vendor the certificate of payment. Each party will give the other the forms and residence certificates that reduce withholding under a tax treaty.

The Vendor may invoice after delivery of the Goods or completion of the Services, or on the milestones agreed in the Purchase Order. Each invoice must quote the Purchase Order number, show the Goods and Services, the quantities, the price and tax separately, and meet the legal requirements for a valid tax invoice. The Buyer is not obliged to pay an invoice that does not comply, and the Payment Period starts only when a compliant invoice is received.

The Buyer will pay each undisputed invoice within the Payment Period, by transfer to the Vendor's bank account in the Vendor's own name notified under this agreement.

All prices and payments are in United States dollars unless a Purchase Order states otherwise. If the Buyer pays in another currency at the Vendor's request, it will convert at the rate its bank applies on the payment date, and neither party is entitled to a price adjustment for later exchange-rate movements. Each party bears the charges of its own bank, and the Buyer bears any intermediary bank charges only if it has agreed that the Vendor receives the full amount invoiced.

If the Buyer disputes part of an invoice in good faith, it must tell the Vendor within the Payment Period with its reasons and pay the undisputed part. The parties will try to settle the dispute within twenty Business Days, and the Vendor must continue to perform while a dispute about payment is pending. The Buyer must pay any amount found to be due within ten Business Days of agreement or decision.

A party may set off an amount that the other party owes it and that is due and not disputed against any amount it owes that other party under this agreement, on written notice stating the amount and the reason.

If the Buyer does not pay an undisputed invoice by the due date, simple interest accrues on the unpaid amount from the due date until payment at the Late Payment Rate of 3% a year above the base rate of the Buyer's principal bank, calculated daily on a 360-day year, to the extent the governing law permits.

Compliance

The Vendor must comply with the anti-corruption and anti-bribery laws of every country in which it is established or performs, of the governing law and of any country whose law applies to the Buyer or the Vendor in connection with this agreement, which may include the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010, and with the principles of the OECD Anti-Bribery Convention. The Vendor must not, and must ensure its personnel, agents, distributors and subcontractors do not, offer, promise, give, request or accept any payment, gift or advantage to or from a public official or any other person to obtain or keep business or any improper advantage, and must not make facilitation payments. The Vendor must keep adequate procedures to prevent bribery, accurate books and records of payments connected with this agreement, and tell the Buyer promptly of any request for an improper advantage and of any investigation. The Buyer may end this agreement and any Purchase Order immediately on notice, and withhold payments connected with the breach, if the Vendor breaches this clause.

The Vendor must comply with the labour, employment, health and safety, and human rights laws of every place in which it or its subcontractors operate, must respect the principles of the fundamental conventions of the International Labour Organization, must not use forced, bonded, prison or child labour or engage in human trafficking, must pay workers on time and in full and at least the legal minimum, and must not hold workers' identity documents or charge workers recruitment fees. The Vendor must carry out reasonable due diligence on its own supply chain, give the Buyer on request the information and evidence that the Buyer reasonably needs to meet disclosure and due diligence duties that apply to it, and flow these requirements down to its subcontractors and suppliers. The Buyer may audit compliance, and may end this agreement immediately if the Vendor breaches this clause and does not remedy any remediable breach within 30 days.

The Vendor warrants that neither it nor any person that owns or controls it, or owns 50% or more of it, is the target of sanctions administered by the United Nations, the United States (including the Office of Foreign Assets Control), the United Kingdom (including the Office of Financial Sanctions Implementation), the European Union, or any other authority whose sanctions apply to a party, and that it will not involve a sanctioned person, a sanctioned country or a sanctioned activity in the supply. The Vendor must comply with the export control, customs and trade laws that apply to the Goods, must not re-export or transfer Goods or technology in breach of them, must give the Buyer on request the export control classification, country of origin, tariff code and any licence requirement for the Goods and Services, and must tell the Buyer promptly if its status changes or a licence is refused. The Buyer may suspend or cancel any Purchase Order without liability if it reasonably believes that continuing would breach sanctions or export control law.

The Vendor must comply with the health, safety and environmental laws that apply to the Goods and Services and to its work on the Buyer's premises, must give the Buyer the safety data sheets and product information that the law requires, and must tell the Buyer promptly of any incident on the Buyer's premises or any hazard that the Goods or Services create. The Vendor must remove its waste from the Buyer's premises and dispose of it lawfully.

Data and Security

If the Vendor processes personal data on behalf of the Buyer, it must process it only on the Buyer's documented instructions and for the purposes in the Purchase Order, keep it confidential and secure with appropriate technical and organisational measures, ensure that its personnel are bound by confidentiality, use a sub-processor only with the Buyer's prior authorisation and on equivalent terms, help the Buyer to meet its duties to individuals and regulators, tell the Buyer without undue delay of any personal data breach, and delete or return the data when the services end. Where personal data from the European Economic Area is transferred to the Vendor in a country without an adequacy decision, the parties will enter into the standard contractual clauses approved by the European Commission, and where personal data from the United Kingdom is transferred, the UK International Data Transfer Agreement or the UK Addendum to those clauses, and the Vendor will comply with any other transfer restriction that applies to the data.

Where the Vendor holds, accesses or processes Buyer data or connects to the Buyer's systems, it must keep a written information security programme managed by a named senior individual, with technical and organisational measures that suit the sensitivity of the data, including access control based on need, encryption of data in transit and at rest, logging, staff training and regular vulnerability testing, and must fix material findings promptly. It may use Buyer data only to perform this agreement.

The Vendor must tell the Buyer without undue delay, and in any event within 48 hours, after it becomes aware of any actual or reasonably suspected unauthorised access to, or loss or disclosure of, Buyer data. It must give the Buyer the information it has, take immediate steps to contain and remedy the incident, preserve the evidence, co-operate with the Buyer's investigation and any regulator, and not tell any third party about the incident without the Buyer's agreement unless the law requires it. The Vendor bears the reasonable cost of notification and remediation that the incident makes necessary, to the extent it is caused by the Vendor's breach of this agreement.

Intellectual Property

Each party keeps its intellectual property rights that exist before this agreement or that it develops independently of it. The Vendor grants the Buyer and its Affiliates a non-exclusive, perpetual, worldwide, royalty-free licence to use the Vendor's pre-existing intellectual property in the Deliverables as far as needed to use, repair, maintain, modify and resell the Deliverables. "Intellectual property rights" means patents, copyright, design rights, trade marks, rights in confidential information and know-how, and all similar rights anywhere in the world.

Intellectual property rights in materials that the Vendor creates specifically for the Buyer under a Purchase Order (but not in the Vendor's standard goods, tools, methods and pre-existing materials) belong to the Buyer from creation, and the Vendor assigns them to the Buyer with full title guarantee, signs any document that is needed to do so, and obtains the same assignment from its personnel.

The Buyer grants the Vendor a non-exclusive, non-transferable, royalty-free licence during the term to use the Buyer's specifications, drawings, tooling, data and trade marks only as needed to perform the Purchase Orders. The Vendor must keep the Buyer's tooling and materials identified, insured at its own cost, in good condition and separate from others' property, and return them on request.

The Vendor will defend and indemnify the Buyer against any claim that the Deliverables, or their use as this agreement permits, infringe a third party's intellectual property rights, except to the extent the claim arises from the Buyer's specification or from the Buyer's modification or combination of the Deliverables that the Vendor did not approve. If a claim is made or likely, the Vendor will, at its own cost, obtain the right for the Buyer to continue using the Deliverables, modify them so they do not infringe, or replace them, and, if none of these is reasonably possible, refund the price paid for the infringing Deliverables.

Warranties

The Vendor warrants that during the Warranty Period the Goods will conform to the specification and the Purchase Order, be of satisfactory quality, be fit for any purpose that the Purchase Order states, be free from defects in design (where the Vendor designed them), materials and workmanship, comply with Applicable Law, and be supplied with good title and free from encumbrances.

The Vendor warrants that the Services will be performed in accordance with the standard in this agreement and the Purchase Order, that the Vendor Personnel will be suitably qualified, and that the Vendor has and will keep the licences, permits and rights it needs to supply the Goods and Services. If a Service does not meet that standard, the Vendor must re-perform it at its own cost, and if it cannot do so within a reasonable time, the Buyer may have it re-performed by others and recover the reasonable extra cost.

If Goods do not meet a warranty during the Warranty Period, the Vendor must, at the Buyer's choice and at its own cost, repair or replace them within ten Business Days of notice, or if it does not, refund the price. The Vendor bears the reasonable costs of removing and reinstalling the defective Goods and of transport. A repaired or replaced item has the remainder of the original Warranty Period or six months, whichever is longer.

The warranties in this agreement are in addition to any term or warranty that the governing law implies into a sale of goods or a supply of services, which the Vendor does not exclude, and to any mandatory rule of the Buyer's country that protects it.

If any Goods are or may be unsafe, or a regulator requires or recommends a recall or field correction, the parties will co-operate on the action. The Vendor will bear the reasonable costs of a recall or field correction to the extent the cause is a defect in the Goods or a breach of this agreement.

Indemnities and Liability

The Vendor will indemnify the Buyer against third-party claims, and the resulting losses, damages and reasonable costs, that arise from the Vendor's negligence or wilful misconduct, from death, personal injury or damage to property caused by the Goods or by the Vendor Personnel, from the Vendor's breach of the compliance and data protection clauses, or from any claim by Vendor Personnel. The Buyer will indemnify the Vendor against third-party claims that arise from the Buyer's negligence or wilful misconduct in connection with its use of the Goods in breach of the Vendor's written instructions.

A party seeking to be indemnified must tell the indemnifying party of the claim promptly, allow it to take over the defence and settlement at its cost, give it reasonable help at its cost, and not admit liability or settle without its agreement. The indemnifying party must not settle a claim in a way that imposes a liability or admission on the other party without that party's consent, and the other party may take part in the defence with its own advisers at its own cost.

Nothing in this agreement limits or excludes either party's liability for its fraud, its intentional or wilful misconduct, for death or bodily injury, or for any liability that cannot be limited or excluded under the governing law or under any mandatory law that applies. The Buyer's obligation to pay the price of Goods and Services properly delivered is not limited by the Liability Cap.

Subject to the clause on unlimited liability, neither party is liable to the other, whether in contract, tort or otherwise, for loss of profit, loss of revenue or loss of goodwill that is indirect, or for any indirect or consequential loss. The Buyer's costs of cover, rework, recall, line stoppage and replacement, and the Vendor's costs of delivery, are direct losses.

Subject to the clause on unlimited liability, each party's total liability arising out of or in connection with this agreement and all Purchase Orders, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in each contract year is limited to the Liability Cap. The Buyer's obligation to pay the price of Goods and Services properly delivered is not counted towards, and is not limited by, the Liability Cap.

The Vendor must maintain, with a reputable insurer and throughout the term and for 12 months afterwards, insurance of the types and with at least the amounts in the Insurance Cover (or, if none is stated, the insurance that a prudent vendor of the Goods and Services would hold, including public and product liability and, for Services, professional indemnity), and must give the Buyer evidence of cover on request. Insurance does not limit the Vendor's liability.

Audit, Records and Continuity

The Vendor must keep complete and accurate records of its performance, its prices and costs for any cost-based charge, its compliance with this agreement, and its quality and traceability for the period Applicable Law requires and in any case for six years after the relevant Purchase Order. On at least 10 Business Days of notice, the Buyer or an independent auditor bound by confidentiality may audit them and inspect the facilities where the Goods are made or the Services are performed, no more than once a year unless there is a security incident, reasonable suspicion of breach or a regulator's request. Each party bears its own costs, but the Vendor pays the reasonable cost of the audit if it reveals a material breach or an overcharge of more than 3%.

The Vendor must keep and test at least once a year a business continuity and disaster recovery plan that covers the Goods and Services, including alternative sources of critical materials, recovery of data from backups, and communication with the Buyer. It must give the Buyer a summary of the plan and the latest test results on request and must tell the Buyer promptly when the plan is invoked.

Force Majeure

"Force Majeure Event" means an event beyond a party's reasonable control that it could not reasonably have prevented or avoided, such as natural disaster, war, terrorism, epidemic, fire, flood, or a governmental act, but not a strike or shortage affecting only that party or its subcontractors, a change in market price, or the failure of a subcontractor unless it is itself caused by a Force Majeure Event. A party that is prevented from performing by a Force Majeure Event is not in breach for the period of the prevention if it gives prompt notice, uses reasonable efforts to mitigate and resumes performance as soon as it can. The Buyer need not pay for what is not delivered.

If a Force Majeure Event prevents a party from performing for more than 45 days, the other party may end the affected Purchase Orders, and, if the event affects all or most of the supply, this agreement, by notice, without liability for the prevention. Neither party owes anything for performance that has not taken place and the Buyer will pay for Goods and Services already accepted.

Term and Termination

This agreement starts on its date and continues for the Initial Term, after which it renews for successive periods of twelve months unless either party gives the other at least 90 days' notice before the end of the then-current period that it does not wish to renew. Purchase Orders accepted before this agreement ends continue to be governed by it until they are completed.

Either party may end this agreement for convenience by giving the other at least the Convenience Notice Period of written notice. Purchase Orders accepted before the notice is given continue until completed unless the Buyer cancels them under the cancellation clause.

Either party may end this agreement, or an affected Purchase Order, by written notice if the other commits a material breach and, where it can be remedied, does not remedy it within 30 days after a notice that describes it and requires remedy. A breach that cannot be remedied permits termination by immediate notice.

Either party may end this agreement, and the affected Purchase Orders, by notice if the other is unable to pay its debts as they fall due, becomes the subject of a bankruptcy, reorganisation, administration, liquidation, composition with creditors or a similar proceeding in any jurisdiction, has a receiver, administrator or similar officer appointed over any of its assets, or ceases or threatens to cease business. The right applies only to the extent that the insolvency law that applies to the other party allows a contract to be ended on that ground, and the party relying on it must not do anything the law prevents.

When this agreement ends, the Vendor must complete or hand over all work on accepted Purchase Orders as the Buyer directs, return the Buyer's property, tooling, materials and Confidential Information and delete Buyer data, as the Buyer instructs. Ending this agreement does not affect any right or liability that arose before it ended, and the clauses on payment of accepted amounts, warranties, indemnities, liability, intellectual property, confidentiality, audit and records, and governing law and disputes continue after it ends.

For up to the period the Buyer reasonably needs, not exceeding six months after this agreement ends, the Vendor must provide reasonable help to move the supply to the Buyer or a replacement vendor, including continued supply on the same terms, information about the Goods and Services, and the handover of the Buyer's materials. The Buyer will pay for that help at the rates in the Purchase Orders or, if none, at the Vendor's reasonable standard rates.

Confidentiality

Each party must keep the other's Confidential Information confidential, use it only to perform or receive the benefit of this agreement, and disclose it only to its Affiliates, personnel, professional advisers, insurers, auditors and permitted subcontractors who need to know it and are bound by equivalent duties, and as required by law or a regulator after giving the other party notice where permitted. These duties continue for five years after this agreement ends, and without limit for trade secrets and personal data. Neither party may announce this agreement, or use the other's name or marks in publicity, without the other's written consent.

Confidentiality does not apply to information that is or becomes public without breach of this agreement, that the recipient already lawfully held or independently developed without using the discloser's information, or that the recipient lawfully received from a third party without a duty of confidence. On request or when this agreement ends, the recipient must return or destroy the discloser's Confidential Information, except for copies it must keep by law or in routine backups, which remain subject to this clause.

General

A notice under this agreement must be in writing and delivered by hand, by recognised courier or by email to the address in the Key Terms ([TO BE CONFIRMED — Buyer's address and email for notices] for the Buyer and [TO BE CONFIRMED — Vendor's address and email for notices] for the Vendor), or any other address a party has notified. A notice is treated as received when delivered by hand or courier, and, if sent by email, at the time of sending unless the sender receives a delivery failure message, but a notice received after 5 pm or on a day that is not a Business Day is treated as received on the next Business Day. Notices of dispute or termination must also be sent by courier.

A party may not assign or transfer its rights or obligations under this agreement without the other's prior written consent, which must not be unreasonably withheld, except that either party may assign it to an Affiliate or to a successor to the whole or the relevant part of its business on notice, if the assignee can perform. The Vendor may not subcontract except as this agreement allows.

This agreement, with its schedules and the Purchase Orders, is the entire agreement between the parties on its subject matter and replaces all earlier agreements, understandings and negotiations on it. Each party confirms that it has not relied on any statement that is not set out in this agreement, but nothing in this clause limits liability for fraud.

A variation of this agreement is effective only if it is in writing and signed by an authorised representative of each party, but the Buyer may vary a Purchase Order as the order changes clause allows. A failure or delay in exercising a right is not a waiver of it, and a waiver of one breach is not a waiver of another.

If a provision of this agreement is found to be invalid or unenforceable, the rest of this agreement is not affected, and the parties will negotiate in good faith to replace it with a valid provision that comes as close as possible to the original commercial intention.

The parties are independent contractors. Nothing in this agreement makes either party the partner, agent, employee or legal representative of the other, and neither may bind the other. The Vendor is not an exclusive supplier to the Buyer and may serve other customers, subject to the confidentiality and conflict-of-interest provisions.

No person other than the parties and their permitted successors and assigns has any right to enforce this agreement, except that a Buyer Affiliate that issues a Purchase Order, and a person entitled to be indemnified under the indemnity clauses, may enforce the terms that benefit them, to the extent that the governing law allows a third party to enforce a contract. The parties may vary or end this agreement without that person's consent.

This agreement and any Purchase Order may be signed in counterparts, each of which is an original and all of which together are one agreement, and may be signed and delivered electronically, including by a secure electronic signature service, to the extent that the governing law and the law of each signatory's place of establishment recognise that form. If a document must be notarised, legalised or apostilled for use in a party's country, that party will arrange this at its own cost.

This agreement is made in English, and English is the language of all notices, Purchase Orders and proceedings under it. A translation made for a local authority, court or registry is for convenience only, and the English text prevails as between the parties, as far as the law of the place of filing allows.

Governing Law and Disputes

This agreement, each Purchase Order, and any dispute or non-contractual obligation arising out of or in connection with them, are governed by the law of [TO BE CONFIRMED — Governing law (country, state or territory)], excluding any rule of conflict of laws that would apply another law.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement or to any Purchase Order, and the parties exclude it under its Article 6.

The parties will first try to settle any dispute by negotiation between senior managers for 20 Business Days after a notice of dispute. If it is not settled, the dispute will be finally resolved by arbitration under [TO BE CONFIRMED — Arbitration rules and institution] by one arbitrator. The seat of the arbitration is [TO BE CONFIRMED — Seat (legal place) of arbitration] and the language is English. The award is final and binding, and the parties intend it to be enforceable in the states that are parties to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. A party may seek urgent interim relief from any court of competent jurisdiction to protect its confidential information or intellectual property or to preserve evidence or assets.