Terms and Conditions for the Purchase of Goods and Services

1. Contract Formation
1.1 These Terms and Conditions apply to each Binding Contract between Specialist Building Products Limited (the “Customer”) and the Supplier for the supply of Goods and/or Services to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.2 From time to time, the Customer may submit an RfQ to the Supplier in respect of the potential procurement of certain Goods and/or Services subject to these Terms and Conditions.

1.3 The Supplier shall provide a quotation to the Customer in response to the Customer’s RfQ for the provision of the Goods and/or Services in accordance with the details set out in the RfQ.

1.4 The Customer may accept the Supplier’s quotation by issuing a Purchase Order to the Supplier in response to that quotation, at which point and on which date a Binding Contract shall be formed between the Parties.

2. Supply of Services
2.1 The Supplier shall from the date set out in the Purchase Order and for the duration of the Binding Contract supply the Services to the Customer in accordance with the terms of the Binding Contract.

2.2 The Supplier shall meet any performance dates for the Services specified in the Binding Contract or as agreed by the Parties in writing and time is of the essence in relation to any of those performance dates.
2.3 In providing the Services, the Supplier shall:

2.3.1 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;

2.3.2 perform the Services with the best care, skill and diligence in accordance with Good Industry Practice in the Supplier’s industry, profession or trade;

2.3.3 use Supplier Personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Binding Contract;

2.3.4 ensure that the Services will conform with any applicable Specification and any other descriptions, standards and specifications set out in the Binding Contract, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to the Supplier;

2.3.5 provide all equipment, tools, vehicles and such other items and/or materials as are required to provide the Services;
2.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;

2.3.7 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

2.3.8 to the extent applicable to the Services being performed, observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises;

2.3.9 hold all Customer Materials in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation;

2.3.10 not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services; and

2.3.11 comply with any additional obligations as set out in the Purchase Order and/or Specification.

3. The Goods
3.1 The Supplier shall ensure that the Goods:

3.1.1 are new (unless expressly agreed otherwise in writing);

3.1.2 correspond with their description, any sample provided and any applicable Specification;

3.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;

3.1.4 are manufactured and stored prior to delivery in accordance with Good Industry Practice;

3.1.5 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Supplier shall ensure that it has and maintains all relevant consents, authorisations, licences and accreditations required to supply and deliver the Goods prior to the delivery of any Goods to the Customer.

3.3 The Supplier agrees to use all reasonable endeavours to assign to the Customer upon request the benefit of any warranty, guarantee or similar right which it has against any third-party manufacturer or supplier of the Goods in full or part.

4. Delivery
4.1 The Supplier shall deliver the Goods in accordance with Good Industry Practice, any delivery timescales, delivery dates and delivery instructions set out in the Purchase Order or as otherwise agreed by the Parties in writing.

4.2 Unless the Parties agree otherwise in writing, delivery shall be completed when the Goods have been unloaded at the location specified by the Customer and such delivery has been received and signed for by a duly authorised agent, employee or representative of the Customer. The Customer shall procure that such duly authorised agent, employee or representative is at the delivery location at the agreed delivery date and times in order to accept such delivery.

4.3 Any arrangement whereby the Goods are to be collected by the Customer shall be agreed by the Parties in writing. Where, due to an emergency or other event beyond the Parties’ reasonable control, such arrangements cannot be agreed in writing prior to collection, the Parties shall confirm such arrangements in writing as soon as practicable following collection. Where the Customer collects the Goods, the Goods shall be deemed to have been delivered for the purposes of these Terms and Conditions once the Customer completes collection of the Goods.

4.4 The Supplier shall ensure that a delivery note shall accompany each delivery of the Goods. Such delivery note shall, as a minimum, contain the Customer’s Purchase Order number, the name and address of the Customer, the name and address of the Supplier, part code reference, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Price or, where no charge is included, whether the containers or stillages are required to be returned.

4.5 Where the Customer agrees to collect the Goods, if the Supplier fails to make the Goods available as agreed, without reasonable prior notification in writing to the Customer, the Supplier will be liable to pay to the Customer on demand any wasted costs incurred by the Customer in attempting to collect the Goods.

4.6 Unless otherwise agreed between the Parties in writing, the Supplier shall be responsible for:

4.6.1 carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the delivery of the Goods to the delivery location and unloading of the Goods at that delivery location;

4.6.2 obtaining all export and import licences for the Goods and the Supplier shall be responsible for any delays to the delivery time due to such licences not being available when required.

4.6.3 in the case of any Goods supplied from outside the United Kingdom, ensuring that accurate information is provided to the Customer or the relevant third-party carrier (where applicable) which is necessary to facilitate delivery/collection of the Goods (such as, by way of example, the country of origin of the Goods).

4.7 All third-party carriers engaged to deliver the Goods shall at no time be an agent of the Customer and accordingly the Supplier shall be liable to the Customer for the acts and omissions of all third-party carriers engaged to deliver the Goods to the Customer.

5. Delay
5.1 Should the Supplier become aware that it will not be able to deliver the Goods and/or perform the Services at the agreed date of delivery/performance, the Supplier shall promptly notify the Customer in writing, including within such notice a description of the measures the Supplier will take to recover or limit the delay, if any, and a new delivery date.

5.2 Subject to Clause 5.4, if delivery of the Goods and/or performance of the Services is delayed, the Customer may, at its option and without prejudice to any other rights or remedies it may have, claim or deduct liquidated damages of an amount equal to 0.035% of the Price for each week’s delay in delivery and/or performance, limited in total to 0.75% of the Price.

5.3 Subject to Clause 5.4, if the Supplier fails to meet the delivery/performance schedule in the Binding Contract, the Customer reserves the right to cancel any outstanding Goods and/or Services and may procure replacement products and/or services from an alternate source, and the Supplier will be liable to pay to the Customer the difference in costs between the Price and the cost of obtaining the replacement products and services from the alternate source.

5.4 If delivery is delayed due to circumstances for which the Customer is liable or which is due to an event beyond the Parties’ reasonable control, a new delivery date may be agreed by the Parties in writing.

5.5 For the avoidance of doubt, the Customer may also bring a claim against the Supplier for any losses it suffers as a result of any delay in the delivery of the Goods and/or performance of the Services, including but not limited to any loss of profits, sales, business, revenue or business opportunity.

6. Passing of risk and ownership
6.1 Title to the Goods shall pass to the Customer on completion of delivery. Risk in the Goods shall pass to the Customer as per the agreed Incoterms set out in the Binding Contract or, if none are specified, Incoterms 2020 (DAP), unless otherwise agreed.

7. Inspection, rejection, return and recall
7.1 Subject to reasonable written notice, the Supplier shall permit the Customer, or any person authorised by the Customer, to inspect work being undertaken in relation to the Goods, Services and/or the storage facilities used in the storage of the Goods at all reasonable times at the Supplier’s premises or at the premises of any subcontractor or agent of the Supplier in order to confirm that the Services are being performed and/or the Goods are being manufactured and/or stored in accordance with Good Industry Practice and in compliance the requirements of these Terms and Conditions and the Specification.

7.2 In supplying the Goods and/or Services, the Supplier shall:

7.2.1 where the Goods and/or Deliverables come with a manufacturer’s guarantee:
(a) to the extent legally possible, ensure that the Customer has the benefit of and is able to enforce such manufacturer’s guarantee; and

(b) shall provide the Customer with a copy of the terms and conditions applicable to such manufacturer’s guarantee; and

7.2.2 in addition to any manufacturer’s guarantee under Clause 7.2.1(a), ensure that the Goods and/or Deliverables shall be free from defects in design, materials and workmanship and remain so for a period of 24 months (“Warranty Period”) after delivery/performance or for such other period of time as otherwise agreed in writing by the Parties.

7.3 The Customer may, by written notice, reject any Goods and/or Deliverables found to be damaged, non-compliant with Clause 7.2 or otherwise not in accordance with the requirements of these Terms and Conditions and any Specification during the Warranty Period (“Rejected Goods/Deliverables”). A Binding Contract may be rejected if a reasonable sample of the Goods and/or Deliverables provided under that Binding Contract is found not to conform in all material respects to the requirements of these Terms and Conditions and any Specification.

7.4 If the Customer’s count or weight of the Goods differs from the Supplier’s count or weight of the Goods, the Customer’s count or weight will be considered conclusive.

7.5 If the Supplier is required to use returnable packaging provided by the Customer, the Supplier will be responsible for cleaning and promptly returning the returnable packaging to the Customer.

7.6 Upon the rejection of any Goods and/or Deliverables in accordance with Clause 7.3, the Supplier shall:

7.6.1 where the Price of the Rejected Goods/Deliverables is less than £150:
(a) refund payment to the Customer for the Rejected Goods/Deliverables within thirty (30) calendar days of the Customer issuing written notification rejecting the Goods and/or Deliverables;
(b) collect the Rejected Goods/Deliverables at the Supplier’s risk and expense within seventy-two (72) hours of issue of written notice from the Customer rejecting the Goods and/or Deliverables, at which point risk and title in respect of such Rejected Goods/Deliverables shall pass to the Supplier. If such Rejected Goods/Deliverables are not collected by the Supplier within seventy-two (72) hours of the Customer issuing written notification rejecting the Goods and/or Deliverables, the Customer may re-sell or otherwise dispose of the Rejected Goods/Deliverables;

7.6.2 where the Price of the Rejected Goods/Deliverables is equal to or more than £150:
(a) collect the Rejected Goods/Deliverables at the Supplier’s risk and expense within twenty-eight (28) calendar days of issue of written notice from the Customer rejecting the Goods and/or Deliverables; and
(b) without extra charge, either (at the Customer’s written request):
(i) promptly (and in any event within seven (7) calendar days or such other time agreed by the Parties) remedy the deficiency by repairing such Rejected Goods/Deliverables; or
(ii) promptly (and in any event within seven (7) calendar days or such other time agreed by the Parties in writing acting reasonably) supply replacements for the Rejected Goods/Deliverables; or
(iii) refund payment to the Customer for the Rejected Goods/Deliverables within thirty (30) calendar days of the Customer issuing written notice that it wishes to cancel the Binding Contract.

7.7 Subject to Clause 7.6.1(b), risk and title in respect of any Rejected Goods/Deliverables shall pass to the Supplier on the earlier of:

7.7.1 collection of the Rejected Goods/Deliverables by the Supplier; or

7.7.2 the expiry of twenty-eight (28) calendar days from the Customer issuing written notification rejecting the Goods and/or Deliverables.

7.8 Subject to Clause 7.6.1(b), if Rejected Goods/Deliverables are not collected by the Supplier within twenty-eight (28) calendar days of the Customer issuing written notification rejecting the Goods and/or Deliverables, the Customer may:

7.8.1 return the Rejected Goods/Deliverables at the Supplier’s risk and expense; and/or

7.8.2 charge the Supplier for the Price of the Rejected Goods/Deliverables and (where applicable) the cost of storage of such Rejected Goods/Deliverables for the period over and above the period of twenty-eight (28) calendar days from the date of notification of rejection.

7.9 The Supplier shall not be liable to the Customer in respect of any Goods and/or Deliverables which are damaged, non-compliant with Clause 7.2 or otherwise not in accordance with the requirements of these Terms and Conditions and any Specification to the extent only that this is directly caused by any negligent acts or omissions of the Customer.

7.10 Where the Supplier is required by law, guidance, and/or Good Industry Practice to order a product recall (“Requirement to Recall”), the Supplier shall:

7.10.1 promptly (taking into consideration the potential impact of the continued use of the Goods, service users and the Customer as well as compliance by the Supplier with any regulatory requirements) notify the Customer in writing of the recall together with the circumstances giving rise to the recall;

7.10.2 from the date of the Requirement to Recall, treat the Goods which are the subject of such recall as Rejected Goods/Deliverables;

7.10.3 consult with the Customer as to the most efficient method of executing the Requirement to Recall and use its reasonable endeavours to minimise the impact of the Requirement to Recall on the Customer; and

7.10.4 indemnify and keep the Customer indemnified against, any loss, damages, costs, expenses (including legal costs and expenses), claims or proceedings suffered or incurred by the Customer as a result of such Requirement to Recall.

8. Price and payment
8.1 The Price shall be calculated as set out in the Binding Contract.

8.2 Unless otherwise agreed in writing by the Parties, the Price:

8.2.1 shall remain fixed; and

8.2.2 is the entire price payable by the Customer to the Supplier in respect of the provision of the Goods and/or Services and includes, without limitation:
(a) packaging, packing materials, addressing, labelling, carriage, loading, delivery to and unloading at the delivery location, all appropriate tax and duty (excluding VAT), insurance, any installation costs and associated works, the costs of all associated documentation and information supplied or made accessible to the Customer in any media, and any training in relation to the use, storage, handling or operation of the Goods;
(b) any royalties, licence fees or similar expenses in respect of the making, use or exercise by the Supplier of any Intellectual Property Rights, and any licence rights granted to the Customer;
(c) all costs and expenses in relation to supplies and materials used by the Supplier or any third party in the manufacture and supply of the Goods, and any other costs incurred by the Supplier in association with the manufacture, supply or installation of the Goods; and
(d) all costs and expenses in relation to the performance of the Services.

8.3 Unless otherwise agreed in writing between the Parties:

8.3.1 where the Purchase Order and/or Specification confirms that payment for the Goods and/or Services is monthly in arrears, the Supplier shall invoice the Customer, within sixty (60) days of the end of each calendar month, the Price (plus any applicable VAT thereon) in respect of the Goods and/or Services supplied in the preceding calendar month;

8.3.2 where Clause 8.3.1 does not apply, the Supplier shall invoice the Customer the Price (plus any applicable VAT thereon) at any time following completion of the delivery of those Goods and/or performance of the Services in compliance with these Terms and Conditions and Binding Contract;

8.3.3 each invoice shall be a valid VAT invoice and shall contain such information and be addressed to such individual as the Customer may inform the Supplier of from time to time. Invoices shall show the VAT calculations as a separate line item.
8.3.4 the Customer shall pay each undisputed invoice received from the Supplier within sixty (60) days from the end of the calendar month in which the invoice was received.

8.4 The Customer reserves the right to deduct any monies due to the Supplier from the Customer from any monies due to the Customer from the Supplier.

9. Intellectual property
9.1 Unless specified otherwise in the Binding Contract, the Supplier hereby grants to the Customer, for the life of the use of the Goods and/or Deliverables, an irrevocable, royalty-free, non-exclusive licence of any Intellectual Property Rights required for the purposes of receiving and using, and to the extent necessary to receive and use, the Goods and/or Deliverables (to include any associated technical or other documentation and information supplied or made accessible to the Customer in any media) in accordance with these Terms and Conditions and the relevant Binding Contract.

9.2 The Supplier acknowledges that all rights in the Customer Materials are and shall remain the exclusive property of the Customer.

9.3 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Customer Materials) shall be owned by the Supplier.

9.4 The Supplier shall indemnify the Customer 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 costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with any third party claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding the Customer Materials).

10. Cancellation of Binding Contracts
10.1 The Customer may cancel any Binding Contract in whole or in part at any time before delivery/performance with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Binding Contract. The Customer shall pay the Supplier for any unrecoverable, unmitigable and demonstrable costs for any work in progress incurred by the Supplier in respect of the Goods or Services at the time of termination of that Binding Contract.

10.2 Without affecting any other right or remedy available to it, either Party may terminate a Binding Contract with immediate effect by giving written notice to the other Party if:

10.2.1 the other Party commits a material breach of any term of the Binding Contract which is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) calendar days after being notified in writing to do so;

10.2.2 the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its 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 its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

10.2.3 the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

10.2.4 the other Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Binding Contract is in jeopardy.

10.3 Without affecting any other right or remedy available to it, the Customer may terminate the Binding Contract immediately on written notice to the Supplier where there is a change of control of the Supplier (where control has the meaning given to it in section 1124 of the Corporation Tax Act 2010).

11. Packaging, identification and end of use
11.1 The Supplier shall comply with all obligations imposed on it by Law and/or required in accordance with Good Industry Practice relevant to the Goods and/or Services in relation to packaging, identification, and obligations following end of use by the Customer.

11.2 Unless otherwise specified in the Binding Contract or otherwise agreed between the Parties in writing, the Goods shall be securely packed in trade packages of a type normally used by the Supplier for commercial deliveries of the same or similar goods either in retail or in bulk quantities so as to enable them to reach their destination in good condition.

11.3 All Goods and/or Deliverables that customarily bear any mark, tab, brand, label, serial numbers or other device indicating place of origin, inspection by any government or other body or standard of quality must be delivered with all the said marks, tabs, brands, labels, serial numbers or other devices intact. Without prejudice to the generality of the foregoing, the Supplier shall label all Goods and/or Deliverables supplied to the Customer, and the packaging of such Goods and/or Deliverables, to highlight environmental and safety information as required by applicable Law.

11.4 The Supplier will furnish all shipping and/or delivery documents required by the Customer and plainly mark the Customer’s name and identity of the delivery destination on all packages and associated documents.

12. Electronic product information
12.1 Where requested by the Customer, the Supplier shall provide the Product Information in such manner and upon such media as agreed between the Supplier and the Customer, solely for such uses as are described in this Clause 12.

12.2 The Supplier warrants that the Product Information is complete and accurate as at the date upon which it is delivered to the Customer and that the Product Information shall not contain any data or statement which gives rise to any liability on the part of the Customer following publication of the same in accordance with Clauses 12.4 and 12.5 below.

12.3 If the Product Information ceases to be complete and accurate, the Supplier shall promptly notify the Customer in writing of any modification or addition to or any inaccuracy or omission in the Product Information.

12.4 The Supplier grants the Customer a perpetual, non-exclusive, royalty free licence to use and exploit the Product Information and any Intellectual Property Rights in the Product Information for the purpose of illustrating the range of goods and services available pursuant to the Customer’s contracts from time to time. No right to illustrate or advertise the Product Information is granted to the Supplier by the Customer, as a consequence of the licence conferred by this Clause 12.4.

12.5 The Customer may reproduce for its sole use the Product Information provided by the Supplier in the Customer’s product catalogue from time to time in electronic format and/or made available on the Customer’s external website and/or made available on other digital media from time to time.

13. Records retention
13.1 Subject to any statutory requirement, the Supplier shall keep secure and maintain for at least six (6) years, or such longer period as may be agreed between the Parties, full and accurate records of all matters relating to the Goods and/or Services.

13.2 The Customer shall have the right to audit the Supplier’s compliance with any Binding Contract. The Supplier shall permit or procure permission for the Customer or its authorised representative during normal business hours having given advance written notice of no less than two (2) Business Days, access to any premises and facilities, books and records reasonably required to audit the Supplier’s compliance with its obligations under any Binding Contract.

14. Notice
14.1 Any notice required to be given by either Party shall be in writing and shall be delivered by hand or sent by prepaid first class recorded delivery or by email to the person referred to in the Purchase Order or such other person as one Party may inform the other Party in writing from time to time or to a director of the relevant Party at the principal place of business or registered office of such Party.

14.2 A notice shall be treated as having been received:

14.2.1 if delivered by hand within normal business hours when so delivered or, if delivered by hand outside normal business hours, at the next start of normal business hours; or

14.2.2 if sent by first class recorded delivery mail on a normal Business Day, at 9.00 am on the second Business Day subsequent to the day of posting, or, if the notice was not posted on a Business Day, at 9.00 am on the third Business Day subsequent to the day of posting; or

14.2.3 if sent by email, if sent within normal business hours when so sent or, if sent outside normal business hours, at the next start of normal business hours.

15. Assignment, novation and subcontracting
15.1 The Supplier shall not assign, subcontract, novate, create a trust in, or in any other way dispose of the whole or any part of any Binding Contract between the Customer and the Supplier without the prior written consent of the Customer. If the Supplier, in accordance with this Clause 15.1, subcontracts any of its obligations under any Binding Contract, every act or omission of the subcontractor shall be deemed to be the act or omission of the Supplier and the Supplier shall be liable to the Customer as if such act or omission had been committed or omitted by the Supplier itself.

15.2 Any consent given by the Customer for the Supplier to subcontract any of its obligations under any Binding Contract shall not impose any duty on the Customer to enquire as to the competency of any authorised subcontractor. The Supplier shall ensure that any authorised subcontractor has the appropriate capability and capacity to perform the relevant obligations and that the obligations carried out by such subcontractor are fully in accordance with those obligations.

15.3 The Customer shall upon written request have the right to review any subcontract entered into by the Supplier in respect of the provision of the Goods and/or Services and the Supplier shall provide a certified copy of any subcontract within five (5) Business Days of the date of a written request from the Customer. For the avoidance of doubt, the Supplier shall have the right to redact any confidential pricing information in relation to such copies of subcontracts.

15.4 The Customer may at any time transfer, assign, novate, subcontract or otherwise dispose of its rights and obligations under any Binding Contract or any part thereof and the Supplier warrants that it will carry out all such reasonable further acts required to effect such transfer, assignment, novation, subcontracting or disposal.

16. Prohibited Acts
16.1 The Supplier warrants and represents that:

16.1.1 it shall comply with all applicable Laws, statutes, regulations and codes, including but not limited to those relating to anti-bribery and anti-corruption (including but not limited to the Bribery Act 2010);

16.1.2 it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”):
(a) offered, given or agreed to give any officer or employee of the Customer any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Customer or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Customer; or
(b) in connection with any Binding Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Customer; and
(c) it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act 2010.

16.2 If the Supplier or the Supplier Personnel (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Customer shall be entitled:

16.2.1 to terminate any Binding Contract and recover from the Supplier the amount of any loss resulting from the termination;

16.2.2 to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and

16.2.3 to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010;

16.2.4 any termination under Clause 16.2.1 shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Customer.

16.3 The Supplier shall notify the Customer (in writing) if it becomes aware of any breach of Clause 16.1, or has reason to believe that it has received a request or demand for any undue financial or other advantage in connection with the performance of its obligations.

16.4 The Supplier shall ensure that any of its agents, consultants, contractors, subcontractors or other persons engaged in performance of the Supplier’s obligations do so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier. The Supplier shall be responsible for the observance and performance by such persons and shall be directly liable to the Customer for any breach by such persons of any of the relevant terms.

17. Confidentiality
17.1 In respect of any Confidential Information it may receive directly or indirectly from the other Party (“Discloser”) and subject to the remainder of this Clause 17, each Party (“Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information without the Discloser’s prior written consent, provided that the provisions of this Clause 17 shall not apply to any Confidential Information:

17.1.1 which is in or enters the public domain other than by breach of this Clause 17 or other act or omissions of the Recipient;

17.1.2 which is obtained from a third party who is lawfully authorised to disclose such information without any obligation of confidentiality;

17.1.3 which is authorised for disclosure by the prior written consent of the Discloser;

17.1.4 which the Recipient can demonstrate was in its possession without any obligation of confidentiality prior to receipt of the Confidential Information from the Discloser;

17.1.5 or which the Recipient is required to disclose purely to the extent to comply with the requirements of any relevant stock exchange.

17.2 Nothing in this Clause 17 shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable Law, including the Freedom of Information Act 2000 (“FOIA”), Codes of Practice on Access to Government Information, on the Discharge of Public Authorities’ Functions or on the Management of Records (“Codes of Practice”) or the Environmental Information Regulations 2004 (“Environmental Regulations”).

17.3 Provided the Customer makes clear the confidential nature of such information and that it must not be further disclosed except in accordance with Law or this Clause 17.3, the Customer may disclose the Supplier’s Confidential Information to the following:

17.3.1 any consultant, officer, employee, contractor, sub-contractor or other person engaged by the Customer who has a need to know such information;

17.3.2 any relevant party for the purpose of the examination and certification of the Customer’s accounts;

17.3.3 the Customer’s professional advisers or consultants who are engaged to advise the Customer and/or any member of its corporate group; and

17.3.4 any relevant party for any examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources.

17.4 The Supplier may only disclose the Customer’s Confidential Information, and any other information provided to the Supplier by the Customer in relation to the provision of the Goods and/or Services, to the Supplier Personnel or professional advisors who need to know such information and are directly involved in the performance of or advising on the Supplier’s obligations under the Binding Contract. The Supplier shall ensure that such Supplier Personnel and professional advisors to whom it discloses the Customer’s Confidential Information are aware of and shall comply with the Supplier’s obligations in this Clause 17 as to confidentiality and that all information, including Confidential Information, is held securely, protected against unauthorised use or loss and, at the Customer’s written discretion, destroyed securely or returned to the Customer when it is no longer required. The Supplier shall not, and shall ensure that the Supplier Personnel and professional advisors to whom it discloses the Customer’s Confidential Information do not, use any of the Customer’s Confidential Information otherwise than for the purposes of performing the Supplier’s obligations under the relevant Binding Contract.

17.5 For the avoidance of doubt, save as required by Law, the Supplier shall not, without the prior written consent of the Customer (such consent not to be unreasonably withheld or delayed), announce that it has been appointed as a supplier to the Customer and/or make any other announcements about the Binding Contract.

17.6 Clause 17 shall remain in force:

17.6.1 without limit in time in respect of Confidential Information which comprises Personal Data, Special Category Data or which relates to national security; and

17.6.2 for all other Confidential Information, for a period of three (3) years after the final delivery of Goods and/or performance of Services to the Customer under the relevant Binding Contract.

18. Data Protection
18.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 18 is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under the Data Protection Legislation.

18.2 The Parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor. The only processing that the Supplier is authorised to do shall be agreed between the Parties in writing and may not be determined by the Supplier.

18.3 The Supplier shall notify the Customer immediately if it considers that any of the Customer’s instructions infringe the Data Protection Legislation.

18.4 The Supplier shall provide all reasonable assistance to the Customer in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at the discretion of the Customer, include: (a) a systematic description of the envisaged processing operations and the purpose of the processing; (b) an assessment of the necessity and proportionality of the processing operations in relation to the Services; (c) an assessment of the risks to the rights and freedoms of Data Subjects; and (d) the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data.

18.5 The Supplier shall, in relation to any Personal Data processed in connection with its obligations under a Binding Contract:

18.5.1 process that Personal Data only in accordance with those written instructions agreed between the Parties, unless the Supplier is required to do otherwise by Law. If it is so required the Supplier shall promptly notify the Customer before processing the Personal Data unless prohibited by Law;

18.5.2 ensure that it has in place appropriate Protective Measures, as appropriate to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data (a “Data Loss Event”) having taken account of the:
(a) nature of the data to be protected;
(b) harm that might result from a Data Loss Event;
(c) state of technological development; and
(d) cost of implementing any measures;

18.5.3 ensure that:
(a) the Supplier Personnel do not process Personal Data except in accordance with the Binding Contract (and any agreement between the Parties);
(b) it takes all reasonable steps to ensure the reliability and integrity of any Supplier Personnel who have access to the Personal Data and ensure that they:
(i) are aware of and comply with the Supplier’s duties under this Clause 18;
(ii) are subject to appropriate confidentiality undertakings with the Supplier or any Sub-processor;
(iii) are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Customer or as otherwise permitted by the Binding Contract; and
(iiii) have undergone adequate training in the use, care, protection and handling of Personal Data; and

18.5.4 not transfer Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(a) the Customer or the Supplier has put in place appropriate safeguards in relation to the transfer as determined by the Customer;
(b) the Data Subject has enforceable rights and effective legal remedies;
(c) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist the Customer in meeting its obligations); and
(d) the Supplier complies with any reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

18.5.5 at the written direction of the Customer, delete or return Personal Data (and any copies of it) to the Customer on termination of the Binding Contract unless the Supplier is required by Law to retain the Personal Data.

18.6 Subject to Clause 18.7, the Supplier shall notify the Customer immediately if it:

18.6.1 receives a Data Subject Access Request (or purported Data Subject Access Request);

18.6.2 receives a request to rectify, block or erase any Personal Data;

18.6.3 receives any other request, complaint or communication relating to either Party’s obligations under the Data Protection Legislation;

18.6.4 receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under any Binding Contract;

18.6.5 receives a request from any third party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; and/or

18.6.6 becomes aware of a Personal Data Breach and/or Data Loss Event.

18.7 The Supplier’s obligation to notify under Clause 18.6 shall include the provision of further information to the Customer in phases, as details become available.

18.8 Taking into account the nature of the processing, the Supplier shall provide the Customer with full assistance in relation to either Party’s obligations under Data Protection Legislation and any complaint, communication or request made under Clause

18.6 (and insofar as possible within the timescales reasonably required by the Customer) including by promptly providing:

18.8.1 the Customer with full details and copies of the complaint, communication or request;

18.8.2 such assistance as is reasonably requested by the Customer to enable the Customer to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation;

18.8.3 the Customer, at its request, with any Personal Data it holds in relation to a Data Subject.

18.9 The Supplier shall maintain complete and accurate records and information to demonstrate its compliance with this Clause 18 and Data Protection Legislation.

18.10 The Supplier shall allow for audits of its Data Processing activity by the Customer or the Customer’s designated auditor.

18.11 The Supplier shall designate a data protection officer if required by the Data Protection Legislation.

18.12 Before allowing any Sub-processor to process any Personal Data related to any Binding Contract, the Supplier must:

18.12.1 notify the Customer in writing of the intended Sub-processor and processing;

18.12.2 obtain the written consent of the Customer;

18.12.3 enter into a written agreement with the Sub-processor which give effect to the terms set out in this Clause 18 such that they apply to the Sub-processor; and

18.12.4 provide the Customer with such information regarding the Sub-processor as the Customer may reasonably require.

18.13 The Supplier shall remain fully liable for all acts or omissions of any Sub-processor.

18.14 The Customer may, at any time on not less than 30 Business Days’ notice, revise this Clause by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to these Terms and Conditions).

18.15 The Parties agree to take account of any guidance issued by the Information Commissioner’s Office. The Customer may on not less than 30 Business Days’ notice to the Supplier amend these Terms and Conditions to ensure that it complies with any guidance issued by the Information Commissioner’s Office.

19. Freedom of Information and Transparency
19.1 The Supplier shall assist and cooperate with the Customer to enable it to comply with its disclosure obligations under the FOIA, Codes of Practice and Environmental Regulations. The Supplier agrees:

19.1.1 that these Terms and Conditions and any recorded information held by the Supplier on the Customer’s behalf for the purposes of any Binding Contract are subject to the obligations and commitments of the Customer under the FOIA, Codes of Practice and Environmental Regulations;

19.1.2 that the decision on whether any exemption to the general obligations of public access to information applies to any request for information received under the FOIA, Codes of Practice and Environmental Regulations is a decision solely for the Customer;

19.1.3 that where the Supplier receives a request for information under the FOIA, Codes of Practice and Environmental Regulations and the Supplier itself is subject to the FOIA, Codes of Practice and Environmental Regulations it will liaise with the Customer as to the contents of any response before a response to a request is issued and will promptly (and in any event within two (2) Business Days) provide a copy of the request and any response to the Customer;

19.1.4 that where the Supplier receives a request for information under the FOIA, Codes of Practice and Environmental Regulations and the Supplier is not itself subject to the FOIA, Codes of Practice and Environmental Regulations, it will not respond to that request (unless directed to do so by the Customer) and will promptly (and in any event within two (2) Business Days) transfer the request to the Customer;

19.1.5 that the Customer, acting in accordance with the Codes of Practice issued and amended from time to time under both section 45 of FOIA, and regulation 16 of the Environmental Regulations, may disclose information concerning the Supplier and these Terms and Conditions; and

19.1.6 to assist the Customer in responding to a request for information, by processing information or environmental information (as the same are defined in FOIA and the Environmental Regulations) in accordance with a records management system that complies with all applicable records management recommendations and codes of conduct issued under section 46 of FOIA, and providing copies of all information requested by the Customer within five (5) Business Days of that request and without charge.

19.2 The Parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, Codes of Practice and Environmental Regulations, the content of these Terms and Conditions and/or any Binding Contract is not Confidential Information.

19.3 Where any information is held by any subcontractor of the Supplier in connection with a Binding Contract, the Supplier shall procure that such subcontractor shall comply with the relevant obligations set out in this Clause 19, as if such subcontractor were the Supplier.

20. General
20.1 No partnership or agency. Each of the Parties is independent of the other and nothing contained in the Binding Contract shall be construed to imply that there is any relationship between the Parties of partnership or of principal/agent or of employer/employee nor are the Parties hereby engaging in a joint venture and accordingly neither of the Parties shall have any right to act on behalf of the other nor to bind the other by agreement or otherwise.

20.2 Waiver. The delay or failure by either Party to insist upon the strict performance of any provision of the Binding Contract or to exercise any right or remedy shall not constitute a waiver of any such remedy, right or breach of such provision, term or condition.

20.3 Severance.

20.3.1 Any provision of the Binding Contract which is held to be invalid or unenforceable shall be ineffective without invalidating or rendering unenforceable the remaining provisions of the Binding Contract.

20.3.2 The rights and remedies provided in the Binding Contract are cumulative and not exclusive of any rights or remedies provided by general law, or by any other contract or document.

20.4 Third party rights. A person who is not the Customer or the Supplier shall have no right to enforce any terms of these Terms and Conditions which confer a benefit on such person. No such person shall be entitled to object to or be required to consent to any amendment to the provisions of these Terms and Conditions.

20.5 Entire agreement. These Terms and Conditions, any variation in writing signed by an authorised representative of each Party and any document referred to (explicitly or by implication) in these Terms and Conditions or any variation to these Terms and Conditions, contain the entire understanding between the Supplier and the Customer relating to the supply of the Goods and/or performance of the Services to the exclusion of all previous agreements, confirmations and understandings and there are no promises, terms, conditions or obligations whether oral or written, express or implied other than those contained or referred to in these Terms and Conditions. Nothing in these Terms and Conditions seeks to exclude either Party’s liability for fraud.
20.6 Variation. Except as set out in these Terms and Conditions, no variation of the Binding Contract, including the introduction of any additional terms and conditions or variation to the Price, shall be effective unless it is agreed in writing and signed by the Parties or their authorised representatives.

20.7 Governing law. These Terms and Conditions, and any dispute or claim arising out of or in connection with them or their subject matter (including any non-contractual claims), shall be governed by, and construed in accordance with, the laws of England and Wales.

20.8 Jurisdiction. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or their subject matter.
20.9 Language. All written and oral communications and all written material referred to under these Terms and Conditions shall be in English.

Terms and Conditions of Purchase: Definitions and Interpretation

Definitions In these Terms and Conditions, the following words shall have the following meanings unless the context requires otherwise:

Customer
means Specialist Building Products Limited

Binding Contract
Means any quotation submitted by the Supplier for the supply of Goods and/or Services which has been accepted by virtue of a Purchase Order being placed by the Customer under these Terms and Conditions, which forms a legally binding contract between the Parties in accordance with Clause 1. For the avoidance of doubt, each Binding Contract shall be made up of these Terms and Conditions, the relevant Purchase Order and any applicable Specification

Business Day
means any day other than Saturday, Sunday or a bank holiday in England and Wales

Confidential Information
means information, data and material of any nature, which either Party may receive or obtain in connection with the conclusion and/or operation of these Terms and Conditions and any Binding Contract including any procurement process which is:
(a) Personal Data or Special Category Data;
(b) designated as confidential by either Party or that ought reasonably to be considered as confidential (however it is conveyed or on whatever media it is stored)

Controller
takes the meaning given in the GDPR

Customer Materials
any materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier

Data Loss Event
any event that results, or may result, in unauthorised use, access or processing of Personal Data held by the Supplier under a Binding Contract, and/or actual or potential loss and/or destruction of Personal Data in breach of a Binding Contract including any Personal Data Breach

Data Protection Impact Assessment
an assessment by the Controller of the impact of the envisaged processing on the protection of Personal Data

Data Protection Legislation
means:
1. The GDPR and any applicable national implementing Laws as amended from time to time
2. The DPA to the extent that it relates to processing of personal data and privacy;
3. All applicable Law about the processing or personal data and privacy

Data Protection Officer
takes the meaning given in the GDPR Data Subject takes the meaning given in the GDPR Data Subject Access Request a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data

Deliverables
all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts)

DPA
Data Protection Act 2018

Electronic Trading System(s)
means such electronic data interchange system and/or world wide web application and/or other application with such message standards and protocols as the Customer may specify from time to time

Environmental Regulations
shall have the meaning given to the term in Clause 17.2

FOIA
shall have the meaning given to the term in Clause 17.2

GDPR
the UK General Data Protection Regulation, as defined in section 3(10) (as supplemented by section 205(4)) of the DPA

Good Industry Practice
means the exercise of that degree of skill, diligence, prudence, risk management, quality management and foresight which would reasonably and ordinarily be expected from a skilled and experienced supplier engaged in the manufacture and/or supply of goods and/or services similar to the Goods and/or Services under the same or similar circumstances as those applicable to the Binding Contract, including in accordance with any codes of practice published by relevant trade associations

Goods
means goods of the type and nature set out in Specification (if any) or the Purchase Order that the Supplier is required to supply to the Customer pursuant to a Binding Contract

Guidance
means any applicable guidance, direction or determination and any policies, advice or industry alerts which apply to the Goods and/or Services, to the extent that the same are published and publicly available or the existence or contents of them have been notified to the Supplier by the Customer

Intellectual Property Rights
means all patents, copyright, rights to inventions, design rights, registered designs, trademarks, know-how, database rights, confidential formulae and any other intellectual property rights and the rights to apply for patents and trademarks and registered designs

Law
(a) any applicable statute or proclamation or any delegated or subordinate legislation or regulation; (b) any applicable European Union directive, regulation, decision or law; (c) any enforceable community right within the meaning of section 2(1) European Communities Act 1972; (d) any applicable judgment of a relevant court of law which is a binding precedent in England and Wales; (e) requirements set by any regulatory body; and (f) any applicable code of practice, in each case as applicable in England and Wales LED Law Enforcement Directive (Directive (EU) 2016/680)

Normal Working Hours
Monday – Friday 08.30am to 17.30pm

Party
means the Customer or the Supplier as appropriate and Parties means both the Customer and the Supplier

Personal Data
takes the meaning given in the GDPR

Personal Data Breach
takes the meaning given in the GDPR

Policies
means the policies, rules and procedures of the Customer as notified to the Supplier from time to time

Price
means the price exclusive of VAT that is payable to the Supplier by the Customer as set out in the Specification and/or Purchase Order for the full and proper performance by the Supplier of its obligations under each Binding Contract

Process
has the meaning given to it under the Data Protection Legislation and shall include both manual and automatic processing. Processing and Processed shall be construed accordingly

Processor
takes the meaning given in the GDPR

Product Information
means information concerning the Goods and/or Services as may be reasonably requested by the Customer and supplied by the Supplier in accordance with Clause 12 for inclusion in the Customer’s product catalogue from time to time

Protective Measures
appropriate technical and organisational measures which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the measures adopted by it

Purchase Order
means the written notice issued by the Customer to the Supplier referring to these Terms and Conditions and specifying the Goods and/or Services to be supplied by the Supplier. For the avoidance of doubt, the Purchase Order forms part of the Binding Contract

Rejected Goods/Deliverables
has the meaning given under Clause 7.3

Request for Quotation (RfQ)
the Customer’s request for the Supplier to provide a quotation for the supply of Goods and/or Services, made either in writing, over the telephone or however else communicated by the Customer to the Supplier

Requirement to Recall
recall has the meaning given under Clause 7.10

Special Category Data
means special categories of personal data as defined in the DPA

Services
the services, including any Deliverables, to be provided by the Supplier under the Binding Contract as set out in the Specification.

Specification
means, taken together, in the following order of priority:
(a) any detail relating to the description or specification of the Goods and/or Services set out in the Purchase Order (if any);
(b) any written statements of the Customer’s requirements relating to the Goods and/or Services as provided to the Supplier;
(c) any written statements of the Supplier provided to the Customer confirming how it will meet such requirements; and
(d) the statement of the prices for the Goods, whether or not such Customer and Supplier statements are in a single document or separate documents and as amended and/or updated in accordance with these Terms and Conditions
Sub-processor
any third Party appointed to process Personal Data on behalf of the Supplier related to the Binding Contract

Supplier
means the person or firm from whom the Customer purchases the Goods and/or Services, as specified on the Purchase Order

Supplier Personnel
all directors, officers, employees, agents, consultants, representatives, advisers and contractors of the Supplier and/or of any subcontractor engaged in the performance of the Supplier’s obligations under a Binding Contract

Terms and Conditions
means these terms and conditions for the purchase of Goods and/or Services

VAT
means value added tax chargeable under the Value Added Tax Act 1994 or any similar, replacement or extra tax

Interpretation

a. References to any statute or order shall include any statutory extension, modification or re-enactment, and any order, regulation, bye-law or other subordinate legislation.
b. References to any legal entity shall include any body that takes over responsibility for the functions of such entity.
c. References to a day or to the calculation of time frames are references to a calendar day unless expressly specified as a Business Day.
d. Words denoting the singular shall include the plural and vice versa.
e. Where a list of one or more items follows the word “including” or “includes” then such list is not to be interpreted as an exhaustive list. Any such list shall not be treated as excluding any item that might have been included in such list having regard to the context of the contractual term in question. General words are not to be given a restrictive meaning where they are followed by examples intended to be included within the general words.
f. Where there is a conflict between the Supplier’s statements set out in the Specification and any other part of these Terms and Conditions, such other part of these Terms and Conditions shall prevail.