Vendor Procurement Agreement (England & Wales)

Definitions

"Business Day" means a day other than a Saturday, a Sunday or a public holiday in England.

"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, statutes, statutory instruments, regulations and binding orders and codes of any competent authority, in England and Wales or elsewhere, that apply to a party, to the Goods or Services or to the performance of this agreement.

"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 only. The Vendor accepts it, whether by acknowledgement, delivery or starting performance, on those terms, and any terms in the Vendor's acknowledgement, quotation, invoice, delivery note, website or other document are excluded even if the Vendor states that they apply. The Buyer's receipt of, or silence in response to, a document of the Vendor, and the delivery, acceptance or payment of Goods or Services, do not mean that the Buyer has agreed to any of the Vendor's terms, and no course of dealing or trade usage 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 warrants that it is a company or other entity validly existing and, where it is required to be, registered at Companies House under the number in the Key Terms or its notified registration details, that it is registered for VAT if it is required to be, that it holds every licence, permit and registration needed to supply the Goods and Services, and that it carries out right-to-work checks on its staff as the immigration legislation requires. The Vendor must tell the Buyer promptly if any of this stops being true, if it or its directors become subject to a conviction or exclusion relevant to the supply, or if it becomes subject to a material claim or investigation concerning the Goods or its compliance.

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 reasonable care and skill, in accordance with good industry practice and Applicable Law, using suitably qualified and experienced personnel, and by the dates in the Purchase Order. Where no date is fixed, the Vendor must carry out the Services within a reasonable time. These obligations are express terms and do not limit any term the law implies.

"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 to the Delivery Location during the Buyer's normal receiving hours on the date in the Purchase Order, with a delivery note that quotes the Purchase Order number, the description and the quantity. Delivery is complete when the Buyer's staff have unloaded the Goods at the Delivery Location, but this does not mean that the Buyer has accepted them.

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 before and within the Inspection Period after delivery or performance, at the Vendor's premises and at the Delivery Location. Payment before the end of the Inspection Period does not mean the Buyer has accepted the Goods or Services.

If any Goods do not comply with this agreement or the Purchase Order, in whole or part, the Buyer may reject them by notice given within a reasonable time after delivery or the end of the Inspection Period, stating the defect, and the parties agree that the Buyer's right to reject is not removed because the breach is slight (the rule in section 15A of the Sale of Goods Act 1979 does not apply). Rejected Goods are held at the Vendor's risk and expense, and the Buyer is not bound to return them but will make them available for collection. The Vendor must collect them within five Business Days, and must replace them or refund the price within ten Business Days of the Buyer's choice. The Buyer is not treated as having accepted Goods only because it has asked for or agreed to their repair.

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 in the Goods passes to the Buyer on delivery to the Delivery Location, but the Vendor remains liable for loss or damage that arose before delivery, that results from a defect, or that results from the Vendor's or its carrier's negligence. Risk in rejected Goods returns to the Vendor on notice of rejection. The Vendor must insure the Goods in transit for their replacement value.

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 VAT, which the Buyer will pay in addition on receipt of a valid VAT invoice, where VAT is properly chargeable, and the Vendor must not charge VAT that is not due. If the reverse charge or another special scheme applies, the invoice must say so. Each party is responsible for tax on its own income, and for the payroll taxes and national insurance of its staff, and the Vendor must register for any tax that it needs for the supply. The Vendor will provide the Buyer with a corrected invoice if a VAT invoice is defective, and bears any extra VAT cost to the Buyer that results from the Vendor's failure to account for VAT correctly.

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.

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, the Vendor is entitled to interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, from the day after the due date until payment, and the parties agree that nothing in this agreement excludes or varies that right.

Compliance

The Vendor must comply with the Bribery Act 2010 and all other anti-bribery and anti-corruption laws that apply to it or to the Buyer in connection with this agreement, and must not, and must ensure that its associated persons (including its subcontractors and agents) do not, give, offer, promise or accept a bribe or make a facilitation payment. The Vendor warrants that it has and will maintain throughout the term adequate procedures designed to prevent bribery and, in the same way, the facilitation of tax evasion by those who perform services for it or on its behalf, and will keep records of its compliance. The Vendor must tell the Buyer promptly of any request or demand for an improper advantage and of any investigation, must give the Buyer reasonable help to verify compliance, and must bind its associated persons to equivalent terms. The Buyer may end this agreement and any Purchase Order immediately on notice if the Vendor breaches this clause.

The Vendor must comply with the Modern Slavery Act 2015 and all laws on human trafficking, forced labour and child labour that apply to it, must not use or support slavery, servitude, forced or compulsory labour or the exploitation of any individual, and must pay its workers at least the minimum wage and respect working time law. The Vendor must carry out reasonable due diligence on its own supply chain, tell the Buyer promptly of any actual or suspected breach, and give the Buyer the information the Buyer reasonably needs for any slavery and human trafficking statement that the Buyer is required to publish under section 54 of the 2015 Act, including the policies, risks and steps the Vendor has taken. 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 who owns or controls it is the target of financial sanctions or asset freezes under the law of the United Kingdom, including the Sanctions and Anti-Money Laundering Act 2018 and regulations made under it, or under any other sanctions regime that applies to a party, and will not involve a sanctioned person or a sanctioned country in the supply. The Vendor must comply with all export control, customs and trade laws that apply to the Goods, including the Export Control Order 2008, must give the Buyer the control classification, commodity code and country of origin of the Goods on request, and must tell the Buyer promptly if its status changes. 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, the Vendor is a processor and the Buyer the controller, and the Vendor must: process the personal data only on the Buyer's documented instructions, which are set out in the Purchase Order; ensure that its personnel are bound by confidentiality; keep appropriate technical and organisational security measures; use a sub-processor only with the Buyer's prior authorisation and on equivalent terms, remaining liable for it; help the Buyer to meet individuals' requests and its security, breach notification and impact assessment duties; tell the Buyer without undue delay of any personal data breach; delete or return the personal data at the end of the services at the Buyer's choice; make available the information needed to show compliance and allow audits; and not transfer personal data outside the United Kingdom without the Buyer's consent and a lawful transfer mechanism. The Purchase Order states the subject matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subjects.

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 the terms implied by the Sale of Goods Act 1979, including those as to title, description, satisfactory quality, fitness for purpose and sample, and, where Goods are supplied with Services, by the Supply of Goods and Services Act 1982, none of which the Vendor excludes.

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 death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979, or for any other liability that cannot be limited or excluded by law. The Buyer's liability 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.

Each party confirms that it has had the opportunity to take legal advice on this agreement, that the limits and exclusions of liability in it are reasonable in light of the price, the insurance each party holds or can obtain and their relative bargaining positions, and that neither party is dealing as a consumer.

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, enters administration, liquidation (other than a solvent reorganisation), a company voluntary arrangement or a restructuring plan, has a receiver, administrator or similar officer appointed over any of its assets, or ceases or threatens to cease business. The Vendor's right under this clause to end the supply because the Buyer has entered an insolvency procedure is limited to the extent the Insolvency Act 1986 restricts a supplier from terminating, or doing any other thing, because of a customer's insolvency, and the Vendor must not use this clause to do anything the statute 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.

A person who is not a party to this agreement may not enforce its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, 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, subject to the parties' right to vary or end this agreement without their 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 by electronic signature. A signature delivered electronically has the same effect as a handwritten one. This agreement is intended to be a simple contract and not a deed.

Governing Law and Disputes

This agreement, each Purchase Order, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, are governed by the law of England and Wales.

The parties will first try to settle any dispute by negotiation between senior managers for 15 Business Days after a notice of dispute, and may then refer it to mediation under the CEDR Model Mediation Procedure if both agree. If it is not settled, only the courts of England and Wales may decide a dispute or claim that arises out of or in connection with this agreement, and each party accepts their jurisdiction. A party may seek an injunction or other urgent relief from any court of competent jurisdiction to protect its confidential information or intellectual property.