The Customer’s attention is particularly drawn to the provisions of clause 9.
1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.7.
Contract: the contract between the Supplier and the Customer for the sale and purchase of Goods in accordance with these Conditions. Customer: the person or firm who purchases the Goods from the Supplier.
Customer Default: has the meaning set out in clause 3.4.
Delivery Location: has the meaning set out in clause 4.1.
Force Majeure Event: has the meaning given to it in clause 10.
Goods: the goods (or any part of them) set out in the Order. Order: the Customer’s order for the Goods in whatever form. Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.
Supplier: Specialist Building Products Limited registered in England and Wales with company number 01268689.
1.2 Construction. In these Conditions, the following rules apply :
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re- enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) a reference to writing or written includes faxes and e- mails.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3. GOODS
3.1 The Goods are described in the Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Goods Specification.
This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory
requirements.
3.4 If the Supplier’s performance of any of its obligations under
the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy
available to it, the Supplier shall have the right to suspend delivery of the Goods until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 3.4; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
3.5 For the purposes of the Contract, Tooling shall mean:
(a) any and all tooling, software and machinery which the
Supplier will provide as part of the Contract; and (b) any and all tooling, software and machinery which the Supplier may have provided to the Customer pursuant to the Contract; and
(c) all of the stillages which are used for the delivery/storage of the Goods to the Customer and which from time to time are in the possession or control of the Customer (Stillages).
3.6 The Customer agrees that any and all Tooling will remain the property of the Supplier. The Customer further agrees to take all reasonable measures to secure, maintain and insure (on a full replacement basis noting the Supplier’s interest) such Tooling.
3.7 The Customer shall maintain the Tooling to a satisfactory condition and in accordance with the relevant manufacturer’s guidelines and, on request by the Supplier, provide evidence of its compliance with this clause 3.7.
3.8 The Customer shall ensure that Stillages are regularly inspected and maintained, and any costs for necessary repairs will be covered by the Customer. Any physical alterations to the Stillages made by the Customer will deem them unfit for purpose, and in such circumstances the Supplier reserves the right to charge the Customer for the cost of the Stillage/s.
3.9 The provision of Stillages will be at the Supplier’s discretion and the Supplier reserves the right to either:
(a) remove Stillages which exceed the allocated amount from
the Customer’s premises, having given one (1) weeks’
notice of its intention to do so or;
(b) invoice the Customer for excess Stillages at the current
market value.
4. DELIVERY OF GOODS
4.1 The Supplier shall deliver the Goods to the location set out in the Supplier’s acceptance of the Order or such other location as the parties may agree in writing (Delivery Location).
4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. The Supplier will provide such assistance as is necessary for offloading Goods from the Supplier’s (or carrier’s) vehicle. The Customer will provide all equipment, tooling and materials as is necessary to take delivery of the Goods from the Supplier’s (or carrier’s) vehicle.
4.3 Delivery of Goods to destinations outside of the United Kingdom shall be made FOB as defined in Incoterms 2000.
4.4 Where is it agreed in writing that the Customer will collect the Goods from the Supplier’s premises, delivery occurs when the Supplier notifies the Customer that the Goods are ready for collection.
4.5 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Customer’s failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.7 If the Customer fails to accept or take delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.8 If 10 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
4.9 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5 per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
4.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.11 Title in stillage packaging remains vested in the Supplier. The Customer shall maintain such packaging in good order, shall make no modification to such packaging without the Supplier’s agreement and adequate payment to the Supplier and shall make any such packaging available for collection within 5 Business Days of demand, at no cost to the Supplier. If the Customer fails to make such packaging available, the Supplier may charge for it or set off its value in accordance with clause 7.7.
5. QUALITY OF GOODS
5.1 The Supplier warrants that, on delivery, the Goods shall:
(a) conform with their description and any applicable Goods
Specification; and
(b) be free from material defects in design, material and
workmanship.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier within 30 days of discovery or when it should have reasonably discovered that some or all of the Goods do not comply with the warranty set out in clause 5.1; (b) the Supplier is given a reasonable opportunity of examining such Goods;
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost,
the Supplier shall, at its option, replace the defective Goods free of charge or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods after
giving a notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the
Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the
Customer;
(d) the Customer alters or repairs such Goods without the
written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful
damage, negligence, or abnormal working conditions; or
(f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable
statutory or regulatory standards.
5.4 Except as provided in this clause 5, the Supplier shall have no
liability to the Customer in respect of the Goods’ failure to
comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any replacement
Goods supplied by the Supplier under clause 5.1.
5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded
from the Contract.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in which case title to the Goods shall pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s 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 on the Supplier’s behalf from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1; and (e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent; and (b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by
the Customer occurs.
6.5 If, before title to the Goods passes to the Customer, the
Customer becomes subject to any of the events listed in clause 8.1 then, without limiting any other right or remedy the Supplier may have:
(a) the Customer’s right to resell Goods or use them in the
ordinary course of its business ceases immediately; and (b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. CHARGES AND PAYMENT
7.1 The price for Goods shall be the price set out in the Supplier’s published price list as at the date of delivery.
7.2 Where the price of the Goods in an Order is above £1,000 (or such other amount as notified by the Supplier) and delivery is by normal road transport to destinations in the United Kingdom, the price shall be inclusive of all costs and charges of packaging, insurance, transport of the Goods. If the price of the Goods is below £1,000 (or such other amount as notified by the Supplier), or for delivery outside of the United Kingdom or if the Customer stipulates a particular form of transport, the price of the Goods is exclusive of such costs, which shall be paid by the Customer when it pays for the Goods.
7.3 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
(i) any factor beyond the control of the Supplier (including but not limited to a change in applicable laws, foreign exchange fluctuations, increases in taxes and duties, and increases in the cost of labour, energy, raw materials and other manufacturing costs);
(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification;
(iii) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods; (iv)where the parties have agreed that the Customer shall pay the price of the Goods in a currency other than pounds sterling, any change in the exchange rate of pounds sterling against such currency during any given month on the average exchange rate for the previous month;
(v) any inaccuracy and/or change in the information provided by the Customer in relation to the Goods and/or the Contract; or
(vi)a Customer Default.
7.4 The Supplier may invoice the Customer on or at any time after
completion of delivery. The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice or as otherwise
agreed; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
7.5 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the HSBC Bank plc base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
7.8 Where, as a result of the Customer’s payment method, any third party has the right to deduct any fee or other amount from such payment, the amount payable by the Customer shall be increased by such additional amount to ensure that, after such deduction, the Supplier will receive the same amount as it would have received in the absence of any such deduction. For the avoidance of doubt, as at the printing date of these Conditions, the Supplier’s bank charges a fee of 3% on all payment made by credit card; all such payments made by the Customer must be grossed up by such percentage (or such other percentage from time to time notified by the Supplier to the Customer) in accordance with these Conditions.
8. TERMINATION AND SUSPENSION
8.1 The Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer is unable to pay its debts as they fall due or has a receiver, administrator, administrative receiver or liquidator appointed or calls a meeting of its creditors or ceases for any other reason to carry on the business or in the reasonable opinion of the
Supplier any of these events appears likely.
8.2 Without affecting any other right or remedy available to it,
either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any undisputed amount due
under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
(d) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010); or
(e) any Force Majeure Event prevents the other party from performing its obligations under the Contract for any continuous period of three (3) months.
8.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1 or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
8.5 On termination of the Contract, the Customer shall return any equipment, Tooling, Stillages, technical documents, confidential information and any other materials of the Supplier as well as any Goods which have not been fully paid for and each party will erase all of the other party’s confidential information from its own computer systems, to the extent possible, and certify in writing to the other party that it has complied this clause if requested to do so,. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract. The Customer shall pay the Supplier on demand a sum equal to the full replacement value of any Goods or equipment, tooling and any other materials which have been damaged or lost.
8.6 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
8.7 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. LIMITATION OF LIABILITY
9.1 Nothing in these Conditions shall limit or exclude either party’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of
Goods Act 1979;
(d) defective products under the Consumer Protection Act
1987; or
(e) any matter in respect of which it would be unlawful for the
Supplier to exclude or restrict liability.
9.2 Subject to clause 9.1:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Supplier’s total aggregate liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
10. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including but not limited to strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11. GENERAL
11.1 Assignment and other dealings.
(a) Neither party may assign, transfer, charge or otherwise seek to deal with any of its rights or obligations under this agreement without the prior written consent of the other party, such consent not to be unreasonably withheld.
(b) The Supplier reserves the right to employ agents and sub- contractors though will remain liable to the Customer in respect of any Services provided by such agents and sub- contractors.
11.2 Notices. Notices must be served either personally or sent by prepaid registered post to the address of the other party given in the Contract or to any other address as the parties may have notified during the period of the Contract. Any notice sent by prepaid registered post will be deemed to have been delivered 48 hours after sending. Any notice served personally will be deemed to have been delivered at the time the notice is left at the proper address. A notice required to be given under the Contract shall not be validly served if sent by email.
11.3 Severance. If any court of competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
11.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
11.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.
11.8 Governing law. The Contract shall be subject to and governed by English law and any disputes arising from or under it, including in relation to its formation, shall be subject to the exclusive jurisdiction of the English courts.
11.9 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its group, including but not limited to information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (Confidential Information), except as may be required in order to enact the Contract or may be required by law.
(b) Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright, brands, trademark, designs, know how or other intellectual property right held, made, obtained or licensable by either party now or in the future.
(c) Neither party shall 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.
GDPR Addendum to existing Terms and Conditions of Sale.
“Data Protection Laws” means the UK General Data Protection Regulation (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018, (to the extent applicable) the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law, the Data Protection Act 2018 and any data protection principles published by the Information Commissioners Office or any restatement or update or amendment thereto published from time to time and only for the period and purpose required by the terms of the Contract.
“Personal Data”, “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data Breach” and “processing” shall all be as defined in the UK General Data Protection Regulation.
Data Protection
1. The Supplier may be provided with Personal Data in the course, or for the purposes, of the Contract. Such Personal Data may relate to the Customer’s employees or those of any affiliate or any third partyoranyoftheCustomer’scustomers. ThisPersonalDatamay consist of name, address, telephone number or e-mail address or other identity and contact details of the data subjects referred to in this clause 1. The Supplier shall only use or process any such Personal Data for the express purposes for which the same shall be provided, which shall be:
1.1 If provided in connection with works to, or Goods for, a property, then only for the purposes of contacting the Customer’s customer who owns that property from time to time to carry out such works or provide such Goods; and/or;
1.2 If provided in connection with the provision of services to a property, then to contact one of the Customer’s customers only for the purposes of providing those services; and/or
1.3 If such Personal Data relates to the Customer’s employees or those of the Customer’s affiliates or any third party then solely for the declared purpose stated by the Customer; and
1.3.1 Any Personal Data shall be processed, used, distributed and stored strictly in accordance with the Data Protection Laws;
1.3.2 For the purposes of any Contract unless specifically agreed otherwise the Customer shall be the Data Controller and the Supplier shall be the Data Processor each as defined in the Data Protection Laws;
1.3.3 The Customer shall, as Data Controller, be responsible for having all necessary appropriate consents and notices in place to enable the lawful transfer to and lawful use and processing by the Supplier of such Personal Data as provided for in the Contract;
1.3.4 The Customer shall notify the Supplier of any relevant period for which the Supplier may retain such Personal Data;
1.3.5 The Supplier shall be responsible for ensuring that any Personal Data is returned or deleted promptly and permanently following its use by the Supplier, or earlier, if as required by the Customer;
1.3.6 On occasions the Supplier may be both a Data Controller and a Data Processor or a joint Data Controller when working in conjunction with a third party Data Controller and contracting with a Data Processor and in each scenario the Supplier will protect the Personal Data to complete the Supplier’s contracted task and protect the interest of the Data Subject and any third party Data Controller;
1.3.7Unless required for the completion of the Contract, the Customer will confirm that no special categories of personal data (as defined in the Data Protection Laws) is to be provided to the Supplier in connection with any Contract and in the event the Supplier receive any special categories of personal data or Personal Data which the Supplier considers to fall under one of the special categories of personal data then the Supplier shall promptly notify the Customer and shall take all immediate steps to delete the same from any of the Supplier’s records and confirm such deletion to the Customer;
1.3.8 The Supplier shall, in any event, keep any and all Personal Data which is provided to the Supplier or which comes into the Supplier’s possession strictly private and confidential and shall not release or provide the same to any of the Supplier’s employees or third parties who are not required to receive this for the purposes of the Contract;
1.3.9 The Supplier shall ensure that any personnel engaged and authorised by the Supplier to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
1.3.10 The Supplier shall be responsible for the security of any such Personal Data by the Supplier and implement appropriate technical and organisational measures to protect against the unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, having regard to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the Personal Data to be protected, having regard to the state of technological development and the cost of implementing any such measures;
1.3.11 The Supplier shall assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer’s cost and written request, in responding to any request from a Data Subject and in ensuring the Customer’s compliance with its obligations under Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
1.3.12 The Supplier shall ensure that any Personal Data is not provided to or shared with any third party outside the UK without ensuring that any such transfer is effected in accordance with applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Information Commissioner’s Office from time to time (where the UK GDPR applies to the transfer).
1.3.13 The Customer provides its prior, general authorisation for the Supplier to appoint Data Processors to process the Customer Personal Data, provided that the Supplier:
a. shall ensure that the terms on which it appoints such processors comply with applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this Addendum;
b. shall remain responsible for the acts and omission of any such Data Processor as if they were the acts and omissions of the Supplier; and
c. shall inform the Customer of any intended changes concerning the addition or replacement of the Data Processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.
1.3.14 The Supplier shall in connection with the use or processing of any Personal Data adhere to the provisions of the Data Protection Policy operated by the Supplier as published on the Supplier’s website from time to time.
1.3.15 In the event of any conflict between:
a. any obligation imposed by law;
b. any obligation imposed by our Data Protection
Policy from time to time; and;
c. any instructed purpose or use of any Personal Data
then that order shall be the order of precedence in relation to and for the purposes of compliance by you under and with the terms of any Contract.
1.4 In the event of any Personal Data Breach including but not limited to the loss or unauthorised provision of any Personal Data by the Supplier or any third party to whom the Personal Data was provided or released by the Supplier whether or not authorised by the Customer, then the Supplier shall without undue delay (and at all times within 48 hours of the Supplier being made aware of a breach) inform the Customer via the Customer Data Protection Manager designated in accordance with the Customer’s Data Protection Policy, from time to time, of such Personal Data Breach and shall provide full and complete details of such Personal Data Breach, together with the steps to be taken in order to recover or otherwise minimise the effect of such Personal Data Breach and the full and precise extent of the Personal Data the subject of such Personal Data Breach and shall ensure that the Customer receives updated information in respect of the same at all times. The Customer shall report any such Personal Data Breach, loss or unauthorised disclosure to the Information Commissioner’s Office in accordance with Data Protection Laws.
1.5 In the event the Supplier receives any request for Personal Data (whether from the owner of that data or not) the Supplier shall refer such request to the Customer and not supply any such Personal Data to any person without the prior written consent of the Customer.
1.6 Either party may, at any time on not less than 30 days’ notice, revise this Addendum by replacing it with any applicable Data Controller to Data Processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Contract).
1.7 The Supplier’s liability for losses arising from breaches of this Addendum shall be as set out in clause 9 of the Terms and Conditions of Sale.