Future Fuels Terms and Conditions of Sale

1. Interpretation

1.1 In these Terms:

• “Contract”: the contract between you and us for the supply of Goods and/or Services or Goods in accordance with these Terms;
• “Goods”: means the goods (include fuel) which we supply to you in accordance with these Terms;
• “Order”: means your written order for the Goods and/or Services;
• “party”: means you and us;
• “Services”: means the services (including installation and maintenance services) which we supply to you in accordance with these Terms;
• “Terms”: means these standard terms of sale and provision of services and (unless the context otherwise requires) includes any additional “special” terms agreed in writing between us and you;
• “VAT”: means value added tax or any equivalent tax chargeable in the UK or elsewhere;
• “we“, “us“, or “our”: means Future Fuels;
• “Working Day”: means a day (other than a Saturday or Sunday) on which banks are open for business in London; and
• “you” or “your”: means you, the customer ordering and purchasing Goods and/or Services from us.

1.2 Any reference in these Terms to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.3 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms and references to clauses, schedules and paragraph headings are to clauses, schedules and paragraph headings of these Terms.

1.4 Any reference to writing or written includes email but not text messages.

1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

1.6 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.7 These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party include that party’s personal representatives, successors and permitted assigns.

1.8 Any obligation in these Terms on a person not to do something includes an obligation not to agree or allow that thing to be done.

1.9 A reference to these Terms or to any other terms or document is a reference to these Terms or such other agreement or document, in each case as varied from time to time.

1.10 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Basis of purchase

2.1 These Terms apply to our supply of Goods and/or Services to you (as applicable), to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by you to purchase the Goods and/or Services in accordance with these Terms. You are responsible for ensuring that the terms of the Order submitted by you are complete and accurate and you are responsible for providing us any necessary information relating to your order for Goods and/or Services within a sufficient time to enable us to perform our obligations in accordance with the Order and these Terms.

2.3 An Order shall only be deemed to be accepted when our authorised representative issues a written acceptance of the Order to you, at which point and on which date the Contract shall come into existence, with these Terms forming its basis. Each Contract forms a separate contract between you and us.

2.4 All of these Terms shall apply to the supply of both Goods and Services except where application to one or the other is specified.

2.5 You waive any right you might have to rely on any term endorsed upon, delivered with or contained in any documents of yours that is inconsistent with these Terms.

2.6 No variation to these Terms shall be binding unless agreed in writing between our authorised representatives and you.

2.7 No Order which has been accepted by us may be cancelled by you except with our written agreement and on the understanding and agreement that you shall indemnify us in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of such cancellation.

2.8 Our employees or agents are not authorised to make any representations concerning the Goods and/or Services unless confirmed by one of our directors in writing. In entering into these Terms, you acknowledge and agree that you do not rely on any such representations which are not so confirmed by one of our directors.

2.9 Any advice or recommendation given by us or our employees or agents to you or your employees or agents as to the storage, application or use of the Goods which is otherwise not confirmed in writing by us is acted upon by you entirely at your own risk, and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed in writing.

2.10 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability from us.

2.11 You warrant that you and all your employees and agents are familiar with and have had all necessary training in respect of the necessary and relevant Health and Safety legislation and industry guidance of the sale, use, storage and delivery of the Goods, in particular, you shall at all times meet the requirements as recommended by the CA Control of Major Accident Hazards (COMAH) Containment Policy and any other regulations or recommended practices issued by the Health and Safety Executive from time to time.

3. Orders and specifications

3.1 The quantity, quality and description of the Goods and/or Services and any specification for them shall be as set out in the Order.

3.2 If the Goods are to be manufactured or any process is to be applied to the Goods by us in accordance with a drawing, design or specification submitted by you, you shall indemnify us against all loss, damages, costs and expenses including direct, indirect or consequential losses, loss of profits, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses suffered or incurred by us in connection with, or paid or agreed to be paid by us in settlement of, any claim for alleged or actual infringement of a third party’s intellectual property rights which results from our use of your drawing, design or specification. This clause 3.2 shall survive termination of the Contract.

3.3 The Goods and/or Services supplied to you by us under these Terms shall:

• (a) where relevant, conform in all material respects with their description or any specification agreed between us in writing;
• (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
• (c) fit for any purpose held out by us; and
• (d) comply with all applicable statutory and regulatory requirements (including in relation to the packing, packaging, marking, storage, handling, and delivery of the Goods).

3.4 Where relevant, we shall ensure that the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition.

3.5 We shall perform the Services with reasonable skill and care.

3.6 We shall use reasonable endeavours to meet any performance dates for the Services or delivery dates for the delivery of Goods specified in an Order or made known to us by you in writing, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services or delivery of the Goods. The Goods may be delivered by us in advance of the quoted delivery date on giving reasonable notice to you.

3.7 We reserve the right to make any changes in any specification for any Goods and/or Services where required to conform with any applicable statutory or regulatory requirements and/or, where reasonably required to enable the Goods and/or Services to meet their intended purpose.

3.8 We shall obtain and maintain in force for the duration of these Terms all licences, permissions, authorisations, consents and permits needed to supply the Goods and/or Services in accordance with these Terms.

3.9 When placing an Order for Goods and/or Services, we may request pre-delivery information to enable us to comply with our obligations under these Terms. Where applicable, this information must be provided to us in writing before the applicable Goods and/or Services can be delivered or provided.

4. Price of the Goods and/or Services

4.1 The price of the Goods and/or Services shall be our quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in our published price list current at the date of acceptance of the Order. Where the Goods are supplied for export from the United Kingdom, our published export price list shall apply. All prices quoted are valid at time of order. We shall not be liable for any import charges, duties or taxes, and exceptions must be both agreed in advance and confirmed in writing.

4.2 We reserve the right, by giving written notice to you at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to us which is due to any factor beyond our control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by you, or any delay caused by any of your instructions or your failure to give us adequate information or instructions.

4.3 The price of the Goods and/or Services is exclusive of amounts in respect of VAT. You shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on a supply of Goods and/or Services. Export orders to the EU will carry VAT unless you provide a valid EORI number in advance.

4.4 The cost of pallets and returnable containers will be charged to you in addition to the price of the Goods and/or Services, and you are responsible for disposal and/or returning to us such pallets and containers (and your own cost).

4.5 We make every effort to ensure that the prices indicated in foreign currencies are as accurate as possible. However, you acknowledge and agree that all payments under a Contract are to be made in GBP pound sterling. The rate paid is based on the current exchange rate upon day and time of purchase. Any foreign currency exchange rate fees incurred under a Contract are those made by your bank/card provider and are to be paid by you in addition to the requested amount.

5. Terms of payment

5.1 Subject to any special terms agreed in writing between you and us, and unless you have passed the relevant credit checks as required by us, you shall pay the price of the Goods and/or Services in advance.

5.2 You can pay for Goods and/or Services using a debit or credit card or via bank transfer. For completeness, we accept the following methods of payment: all debit/ credit cards, Apple Pay, Google Pay, open banking. We do not accept Orders paid for by cheque or cash.

5.3 Where the Order is for the delivery of fuel, we will charge to your debit or credit card the price of the Order and hold 5% of the total Order value (“Ringfence Charge“). The Ringfence Charge will be released once the Order is delivered and only the amount due is debited from your account. However, if you take more litres of fuel than specified under the Order, we will deduct the cost of such excess litres of fuel from the Ringfence Charge accordingly and return any remaining balance back to your credit or debit card. For the avoidance of any doubt, you will be liable to pay to us any additional amounts of litres not covered by the Ringfence Charge. If you take fewer litres than you specified under the Order and you have already paid for such order, we will either: (i) pay back to your original payment method the overpayment if you request a refund; or (ii) apply the overpayments to your account (as a credit), which will be deducted from a subsequent Order.

5.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than as required by law).

5.5 If you fail to make any payment on the due date then, without limiting any other right or remedy available to us, we may:

• (a) cancel the relevant Order and / or any other Order placed or suspend any further deliveries or provision of Services to you under the relevant Order and / or any other Order until payment has been made in full; and
• (b) you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.

5.6 We may impose a wasted journey charge on you should the delivery not be completed due to failings by you. Examples include are but not limited to; insufficient access to the site, tanks being full, not taking the full quantity ordered, and cancelling orders with too short notice.

6. Delivery

6.1 Delivery of the Goods is completed, by either (depending on the circumstances):

• (a) you collecting (loading) the Goods at our premises at any time after we have notified you that the Goods are ready for collection;
• (b) if some other delivery location is agreed by us, by us unloading the Goods at the relevant delivery location; or
• (c) where the Order if for the delivery of Fuel, the delivery of the end of our fuel hose or the fuel hose of our agent or authorised distributer to the relevant discharge point, as the case maybe.

6.2 You shall be solely responsible for the provision of suitable means and facilities for collecting and receiving the Goods and for the storage of such Goods after delivery. Where required, deliveries may be made using articulated lorries and you shall ensure there is sufficient access and equipment to accommodate delivery and offloading. A forklift is recommended to unload the following Goods:

• (a) storage tanks;
• (b) drums and IBCs; and
• (c) palletised orders exceeding 50kg.

6.3 You may request tail-lift coverage for Orders weighing up to 500kg and measuring less than 1.2m in length and-or width. Tail-lift deliveries are available in most geographical areas, but national coverage is not always guaranteed. Shipments exceeding 500kg weight or 1.2m in length, width or height may not be suitable for tail-lift deliveries and should be offloaded by forklift or other suitable lifting equipment. Where a tail lift delivery vehicle is required, you should request this at the time of placing the Order. In the event of suitable offloading equipment not being available, the delivery can be undertaken by one of our modified delivery trucks for an additional surcharge, which we will make you aware of in advance. Special transport must be both requested and acknowledged in writing, an onsite risk assessment and or method statement may also be requested which is the responsibility of the delivery site operator.

6.4 Where applicable, your authorised recipient shall risk-assess the manual handling of all consignments and unloading by any other method is at your sole risk. We reserve the right to refuse any delivery where suitable offloading equipment is not available. If the driver returns from the site unable to offload your delivery, you shall be liable for the costs incurred under clause 5.6.

6.5 Where delivery of the Goods is to be made by us in bulk (except in relation to the delivery of fuel in which clause 6.6 applies), we reserve the right to deliver up to 10 per cent more or 10 per cent less than the quantity ordered under an Order without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.

6.6 Where delivery of fuel is to be made in bulk:

• (a) where the road tank wagon is fitted with a metering device, the quantity of fuel delivered is to be ascertained by reference to such meter;
• (b) where no metering device is fitted the quantity is to be ascertained by measurement of the contents of our road tank wagons by using the gauge dip rod provided with each wagon;
• (c) you shall be at liberty to check the correctness of our calculations and to be present at the measurement, but if you are not present, we shall be entitled to commence delivery in which case the weight and measurement ascertained by us shall be accepted by you as correct; and
• (d) you shall be responsible for ensuring that sufficient ullage exists when we deliver any bulk product, and that the delivery will fit into the tank.

6.7 If we fail to deliver the Goods (or any instalment) our liability shall be limited to the cost to you in obtaining replacement goods (in the cheapest available market) less the price of the Goods. We shall not be liable to you for any failure to deliver the Goods that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.8 If you fail to take delivery of the Goods, except where such failure is caused by a Force Majeure Event or our failure to comply with our obligations under the Contract in respect of the Goods, then without limiting any other right or remedy available to us (depending on the circumstances):

• (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the second Working Day after the day on which we notified you that the Goods were ready;
• (b) we may store the Goods until actual delivery takes place and charge you for all related costs and expenses (including insurance); or
• (c) we may sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the contract or charge you for any shortfall below the price under the Contract.
• (d) if you cancel a scheduled delivery within 24 hours of the agreed delivery date, a cancellation fee of £75 shall apply.
• (e) For scheduled deliveries on weekend, out of hours, and bank holidays, additional charges may apply and would be specified at point of sale.

6.9 Each delivery of Goods shall be accompanied by an email confirmation from us showing the details of the Order, the date of the Order, the type and quantity of Goods included in the Order and, in the case of Goods being delivered by instalments, the outstanding balance of Goods specified in an Order remaining to be delivered.

6.10 You acknowledge and agree that certain Goods cannot be sent to you overseas without special consideration if they are of an excessive size/length or are considered hazardous Goods. Therefore, we reserve the right to decline orders based on these reasons and any other restrictions imposed by our couriers.

7. Risk and Property

7.1 Risk in the Goods shall pass to you on completion of delivery in accordance with clause 6.1.

7.2 Title in the Goods shall not pass to you until the earlier of:

• (a) we have received payment in full (in cleared funds) for the Goods and all other goods that we have supplied to you, in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
• (b) you resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 7.4.

7.3 Until title to the Goods has passed to you, you shall (depending on the circumstances):

• (a) store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
• (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
• (d) provide us such information as we may reasonably require from time to time relating to: (i) the Goods; and (ii) your ongoing financial position.

7.4 You may resell or use the Goods in the ordinary course of your business however if you resell the Goods, you do so as principal and not as our agent and title to the Goods shall pass from us to you immediately before the time of any resale. This right shall cease automatically on the occurrence of any of the events referred to in clause 12.1.

7.5 At any time before title to the Goods passes to you, we may (depending on the circumstances):

• (a) by notice to you, terminate your right under clause 7.4 to resell the Goods or use the Goods in the ordinary course of your business; or
• (b) require you to deliver up the Goods to us and, if you fail to do so, we may enter any premises of yours or any third party where the Goods are stored and recover the Goods.

8. Warranties and liability

8.1 Subject to the reaming provisions of this clause 8, we warrant that the Goods will conform in all material respects with their specification at the time of delivery.

8.2 The above warranty is given by us subject to the following conditions:

• (a) where the Goods are manufactured by a third party manufacturer, we do not warrant that the Goods will correspond with their specification where such warranty is offered by the manufacturer of the Goods;
• (b) we shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by you;
• (c) we shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal storage or working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of the Goods without our approval;
• (d) we shall be under no liability under clause 8.1 (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
• (e) you alter the Goods without our prior written consent; and
• (f) you shall not make further use of such Goods after giving notice in accordance with clause 8.4.

8.3 Except as otherwise expressly provided in these Terms, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.4 A claim by you which is based on any defect in the quantity, quality or condition of the Goods shall (whether or not delivery is refused by you) be notified to us in writing within 24 hours from the time of delivery. If delivery is not refused, and you do not notify us accordingly, you shall not be entitled to reject the Goods, and we shall have no liability for such defect or failure.

8.5 You warrant that you shall take proper and appropriate care of the Goods to appropriate industry standards of the Goods and shall prevent any contamination of the Goods subsequent to delivery.

8.6 Subject to clause 8.3, where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to us in accordance with these Terms, we may replace the Goods (or the part in question) free of charge or, at our sole discretion, refund to you the price of the Goods (or a proportionate part of the price), in which case we shall have no further liability to you.

8.7 If you have placed an Order for fuel, we provide a Fuel Contamination Testing Service and upon notification of potential contamination, we will attend you site to test whether contamination has occurred. We will levy a charge for this service which is ringfenced via credit or debit card prior to attendance. If the contamination can be proven to be our responsibility, the charge will be released, and attendance will be free of charge. If the contamination cannot be proven to be our responsibility, then the charge will remain.

9. Returns

9.1 You acknowledge and agree that only certain Goods may be returned to us after delivery is made. We will make you aware at the time or placing an Order whether the Goods can be returned or not. If a Good can be returned, the provisions of this clause 9 apply. For the avoidance of any doubt, the delivery of any fuel cannot be returned to us.

9.2 If you wish to return the Goods (depending on the circumstances), you must obtain prior authorisation from us, or else we may not be able to the process the return of the Goods. To return the Goods, you shall contact us to obtain a returns note number.

9.3 Subject to clause 9.4, you shall be entitled to return Goods if you change your mind provided the Goods are unused and in a perfect, re-saleable condition. You shall be required to incur the return delivery charge and must be returned within 28 days of purchase.

9.4 We cannot accept the return of Goods if they have been built to your specifications and we shall not be liable for returned Goods lost in transit.

9.5 Goods returned by you which are cancelled after you place your Order, will incur a minimum 15% order cancellation charge and all Orders returned will incur a minimum 15% restocking charge.

9.6 Goods which have been used by you and are being returned to us must be cleaned and free from liquid (such as fuel, AdBlue, chemicals etc.). In accordance with Health and Safety Law, you must notify us if the Goods have been used with any liquid or chemical. We reserve the right to refuse the return of any Goods which we believe to contain residual fluid(s).

9.7 We aim to process any refunds/replacements/exchanges carried out in accordance with clause 9 within 28 days of receipt, provided that:

• (a) in the event of product failure, that the manufacturer of the item deems the equipment to be faulty under warranty; or
• (b) in the event of unwanted items, the manufacturer of the equipment deems the items to be in a resalable condition.

9.8 You acknowledge and agree that in some instances a refund may not be made in the same form of payment that was used to make the initial purchase. Goods that are returned to us which are not due to our error will have any incurred return shipping costs and these costs will be deducted from the refund.

9.9 Replacement Goods which are considered by you to be faulty under warranty/guarantee cannot be sent in advance of receipt of the Goods without charge.

10. Liability

10.1 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2 Nothing in the Contract limits any liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation;
• (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
• (d) liability for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;
• (e) defective products under the Consumer Protection Act 1987; or
• (f) any liability that cannot legally be limited.

10.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 and 13 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.4 Subject to clause 10.2, our total liability to you under a Contract shall not exceed the price of the Goods and/or Services paid or payable under the relevant Contract.

10.5 Subject to clause 10.2, the following types of loss are wholly excluded:

• (a) loss of profits;
• (b) loss of sales or business;
• (c) loss of agreements or contracts;
• (d) loss of anticipated savings;
• (e) loss of use or corruption of software, data or information;
• (f) loss of or damage to goodwill; and
• (g) indirect or consequential loss.

10.6 This clause 10 shall survive termination of the Contract.

11. Force Majeure

11.1 We shall not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the Goods and/or Services, if the delay or failure was due to any cause beyond our reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond our reasonable control (a “Force Majeure Event“):

• (a) acts of God, flood, drought, earthquake or other natural disaster;
• (b) epidemic or pandemic;
• (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
• (d) nuclear, chemical or biological contamination, or sonic boom;
• (e) any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
• (f) collapse of buildings, fire, explosion or accident;
• (g) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
• (h) import or export regulations or embargoes;
• (i) strikes, lock-outs or other industrial actions or trade disputes (whether involving our employees or a third party’s);
• (j) difficulties in obtaining raw materials, labour, fuel, parts or machinery;
• (k) power failure or breakdown in machinery; or
• (l) interruption or failure of utility service.

11.2 If a Force Majeure Event occurs the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

12. Termination

12.1 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if:

• (a) you commit a material breach of any term of these Terms and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
• (b) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
• (c) you suspend, threatens to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
• (d) your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to these Terms is in jeopardy.

12.2 Without limiting our other rights or remedies, we may suspend supply of the Goods and/or Services under these Terms or any other contract between you and us if you become subject to any of the events listed in clause 12.1(b) to clause 12.1(d), or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under these Terms on the due date for payment.

12.3 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under these Terms on the due date for payment.

12.4 On termination of the Contract for any reason you shall immediately pay to us all of your unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which you shall pay immediately on receipt.

12.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination.

12.6 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of the contract shall remain in full force and effect.

13. Confidentiality

13.1 Each party undertake that we shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.

13.2 Each party may disclose the other party’s confidential information:

• (a) to our employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13; and
• (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 Neither party may use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

14. Anti-bribery

14.1 For the purposes of this clause 14 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

14.2 You shall ensure that it and each person referred to in clauses 14.2(a) to 14.2(c) (inclusive) does not, by any act or omission, place us in breach of any Bribery Laws in connection with the performance of its obligations and in connection with these Terms, ensure that it has in place adequate procedures to prevent any breach of this clause 14 and ensure that:

• (a) all of your personnel and all of your direct and indirect sub-contractors, suppliers, agents and other intermediaries;
• (b) all others associated with you; and
• (c) each person employed by or acting for or on behalf of any of those persons referred to in clauses 14.2(a) and/or 14.2(b);

involved in the performance of your obligations and in connection with these Terms so comply.

14.3 Without limitation to clause 14.2, you shall not make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such bribe, improper payment or advantage to be made or received on your behalf, either in the UK or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes, improper payments or advantages are not made or received directly or indirectly on your behalf.

14.4 You shall immediately notify us as soon as you become aware of a breach or possible breach of any of the requirements in this clause 14.

14.5 Any breach of this clause 14 by you shall be deemed a material breach of these Terms that is not remediable and shall entitle us to immediately terminate the Contract under clause 12.1.

15. Modern slavery

15.1 You undertake, warrant and represent that:

• (a) neither you nor any of your officers, employees, agents or sub-contractors have:
  • (i) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
  • (ii) been notified that you or they are subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
  • (iii) is aware of any circumstances within your or their supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
• (b) you shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
• (c) you shall notify us immediately in writing if you become aware or have reason to believe that you, or any of your officers, employees, agents or subcontractors have breached or potentially breached any of your obligations under clause 15. Such notice to set out full details of the circumstances concerning the breach or potential breach of your obligations.

15.2 Any breach of clause 15.1 by you shall be deemed a material breach of these Terms and shall entitle us to terminate the Contract in accordance with clause 12.1.

16. Entire agreement

16.1 These Terms and any documents entered into pursuant to it constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.

16.2 Each party acknowledges that it has not entered into these Terms or a Contract in reliance on, and shall have no remedies in respect of, any representation (including a misrepresentation), warranty, assurance, undertaking or covenant that is not expressly set out in this Agreement or any documents entered into pursuant to it, except in the case of fraudulent misrepresentation. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in these Terms.

17. Notices

17.1 Any notice given to a party under or in connection with these Terms shall be in writing and shall be:

• (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at their address set out in the Order; or
• (b) sent by email to the addresses set out in the Order.

17.2 Any notice shall be deemed to have been received:

• (a) if delivered by hand, at the time the notice is left at the proper address so long as they’re delivered before 5:00pm on a Working Day;
• (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Working Day after posting; or
• (c) if sent by email, at the time of transmission unless an error message is received, or, if this time is after 5:00pm in the place of receipt, on the following Working Day.

17.3 This clause 17 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18. Variation

No variation of these Terms shall be valid or effective unless it is in writing, refers to these Terms and is duly signed or executed (as the case may be) by, or on behalf of, each party.

19. Assignment

19.1 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without our prior written consent.

20. No partnership or agency

20.1 Nothing in these Terms constitutes, or will be deemed to constitute, a partnership between the parties nor make any party the agent of another party.

21. Severance

21.1 If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision (or remaining part provision) of these Terms shall not be affected.

21.2 If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable.

22. Waiver

22.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under these Terns shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy.

22.2 No single or partial exercise of any right, power or remedy provided by law or under these Terms shall prevent any future exercise of it or the exercise of any other right, power or remedy.

23. Third party rights

23.1 Except as provided in clause 22.2, a person who is not a party to these Terns, shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of these Terms.

23.2 We may perform any of our obligations or exercise any of our rights under the Contract by ourselves or through any other member of our group, provided that any act or omission of any such other member shall be deemed to be the act or omission of us.

24. Compliance with law

Each party shall comply at its own expense, unless expressly agreed otherwise, with all laws, enactments, regulations, regulatory policies, guidelines, and industry codes applicable to it including in relation to the supply of goods and shall maintain the same throughout the duration of the Contract.

25. Governing law

These Terms and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

26. Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Terms, its subject matter or formation (including non-contractual disputes or claims).