TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

Overview

 

I Saw It First Limited (“ISAW”) orders are made subject to the below terms and conditions of contract, which supersede all previous terms and conditions.

 

No modifications to the terms and conditions of the order will be accepted without a new order being raised, or written authorisation obtained from the appropriate signatory. Therefore, please ensure you agree with order details on receipt of your official contract.

 

Please ensure that you have read any special instructions that may be indicated on an order. It is your responsibility to comply with any such instruction.

 

All designs are ISAW copyright, so they cannot be copied or reproduced in any way without the express consent, in writing, of ISAW. No copies of the patterns, exclusive print designs or other design documents, may be made except as necessary for ISAW’s requirements. Our patterns, samples and design documents are confidential, and you must not allow these to be shown to competitors.

 

 

 

IMPORTANT

 

At ISAW, we are committed to acting ethically and transparently. We expect our suppliers to pay its staff in line with legislation, operate a health and safety compliant working environment and operate ethically, as covered in detail in our manuals and handbooks.

 

Our suppliers have a responsibility to ensure its products are sourced and produced ethically and without the exploitation of others. In line with ISAW’s code of conduct, suppliers shall take a zero-tolerance approach to child labour, forced labour, prison labour, sexual abuse or discrimination and unsafe working conditions within their operations and supply chains.

 

If a supplier is identified as critical risk and / or identifies (or has identified) a critical concern this will be escalated to executive level at ISAW for a decision on remedial action in accordance with these terms and conditions.

 

Critical concerns would include, but not be limited to:

 

• Instances of child labour with no remediation.

• Use of forced, bonded labour or prison labour.

• Refusal of site disclosure.

• Refusal of site access, or failure to present certain documentation.

• Health and safety breaches potentially resulting in critical/fatal illness/injury.

• Denial to the right of collective bargaining.

• Evidence of harsh or inhumane treatment, including sexual abuse, harassment, or intimidation of persons in our supply chain or ISAW employees or representatives.

• Systemic discrimination in recruitment and in the workplace.

• Non-payment of minimum wage.  

• Breach of any applicable laws.  

• Falsification of wages & working hour records.  

• Employment of those who have no legal right to work in accordance with applicable laws.

 

TERMS AND CONDITIONS OF TRADING - 1.1 INTERPRETATION

INTERPRETATION
1.1 In these Conditions, the following definitions apply:

Applicable Data Protection Law:
shall mean: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation); (ii) Privacy and Electronic Communications Directive 2002/58/EC; and (iii) any other European Union or European Union Member State laws made under or pursuant to (i), (ii) or (iii); in each case as may be amended or superseded from time to time;
Authorised Inspector: a quality controller on ISAW’s list of inspectors, a copy of the list shall be produced to the Supplier if so requested;


Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;


Conditions: the terms and conditions of trading set out in this document as amended from time to time in accordance with clause 22.9;


Contract: the contract between ISAW and the Supplier for the sale and purchase of the Goods in accordance with these Conditions;


Controller, Processor, Data Subject, Personal Data and Processing (and Process): shall have the meaning given in Applicable Data Protection Law;

Delivery: as defined in clause 5.5;


Delivery Date: the date specified on the Order by which the Goods must arrive at ISAW’s delivery address, this applies to UK Suppliers, or at the Despatch Date in the case of Goods imported from overseas in accordance, in each case with clause 5 of these Conditions;

 

Delivery Location as defined in clause 5.2.2;
Despatch Date: the date specified on the Order by which the Goods must be sent out, this applies to direct imports from overseas;


Despatch Location as defined in clause 5.3.2;
Factory: the factory, cloth mill or other place of manufacture named in the purchase order;


Force Event: Majeure means any circumstance not within a party's reasonable control including, without limitation:
(a) acts of God, flood, drought, earthquake or other natural disaster.
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
(f) collapse of buildings, fire, explosion or accident;
(g) any labour or trade dispute, strikes, industrial action or lockouts; and
(h) interruption or failure of utility service;

 

Goods: the goods (or any part of them) set out in the Order;


Handbooks (or Handbook): ISAW’s latest manuals, handbooks and policies setting out instructions and internal procedures, codes of conduct, whether in writing or electronic form as amended by notification to the Supplier from time to time. These are available to the Supplier on request;


ISAW: I Saw It First Limited (10184572), 12-14 Robert Street, Manchester, England, M3 1EY;


Intellectual Property Rights: any trade marks, design rights, patents, trade secrets, trade names, copyright or any other intellectual property rights (whether or not registered) subsisting anywhere in the world in or associated with the Goods;


Mandatory Policies: ISAW's business policies and codes as set out in the Handbooks, as amended by notification to the Supplier from time to time.


Order: ISAW's order for the Goods, as set out in ISAW's purchase order form or any other document relating to an order as well as any attachments;


Specification: any specification for the Goods, including any related designs, descriptions, formulas, samples or other information that is agreed by ISAW and the Supplier; and


Supplier: the person, firm, company or other organisation to whom the Order is addressed.

 

T&C'S  - 1.2 CONSTRUCTION

 

In these Conditions, unless the context requires otherwise, the following rules

apply:

 

1.2.1.1 Clause headings shall not affect the interpretation of these Conditions.

 

1.2.1.2 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

 

1.2.1.3 A reference to a party includes its personal representatives, successors or permitted assigns.

 

1.2.1.4 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted from time to time.

 

1.2.1.5 A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted from time to time.

 

1.2.1.6 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

 

1.2.1.7 A reference to “writing” or “written” includes emails.

T&C'S - 2.1 BASIS OF CONTRACT

 

2.1 These Conditions apply to the Contract 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 and the Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

 

2.2 The Order constitutes an offer by ISAW to purchase the Goods in accordance with these Conditions.

 

2.3 The Order shall be deemed to be accepted on the earlier of:

 

2.3.1 the Supplier issuing a written acceptance of the Order; and

 

2.3.2 the Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.

 

2.4 The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any document of the Supplier that is inconsistent with these Conditions.

 

2.5 The Supplier shall comply with the terms set out in the Handbooks. The terms of the Handbooks shall form part of the Contract. In the event of any conflict or inconsistency between the terms of the Conditions and the Handbooks, the terms in the Conditions shall prevail.

T&C'S - 3.1 THE GOODS

 

3.1 The Supplier shall ensure that the Goods shall:

 

3.1.1 correspond with their description and any applicable Specification;

 

3.1.2 conform to the quantities, quality, standards, descriptions, stipulations, drawings, samples, patterns, and specifications set out or referred to in the Specification provided by ISAW to the Supplier or agreed with the Supplier in writing;

 

3.1.3 not infringe the Intellectual Property Rights of any third parties;

 

3.1.4 comply with all of these Conditions;

 

3.1.5 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 ISAW expressly or by implication, and in this respect ISAW relies on the Supplier's skill and judgement;

 

3.1.6 where applicable, comply with the warranty set out in clause 10.7;

 

3.1.7 where applicable, be free from defects in design, material and workmanship and remain so for six (6) months after Delivery;

 

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

 

3.1.9 be produced in the country named in the Order, unless no country is named;

 

3.1.10 be produced at the Factory, unless no factory or place of manufacture is named in the Order;

 

3.1.11 be produced in a manner which is, compliant with ISAW’s Handbooks and Mandatory Policies; and

 

3.1.12 be safety assessed by a suitably qualified professional for placement on the EU/UK market (and such other market as ISAW may notify the Supplier of from time to time) and provide evidence of such to ISAW upon request.

 

3.2 The Supplier shall:

 

3.2.1 supply all packaging materials for the Goods including but not limited to labelling the Goods in accordance with the relevant regulatory requirements and the Handbooks (the “Packaging”);

 

3.2.2 ensure that the Packaging fully protects and preserves the Goods; and

 

3.2.3 ensure that any labelling, packaging and description of the Goods complies with the Conditions and any applicable codes of practice and laws.

 

3.3 The Supplier shall supply to ISAW, on demand and free of charge samples of

the Goods.

3.4 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

 

3.5 ISAW shall have the right to inspect and test the Goods at any time before Delivery.

 

3.6 If following such inspection or testing ISAW considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause

 

3.1, ISAW shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

 

3.7 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and ISAW

shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

 

3.8 The Supplier shall have no right to be the exclusive provider of any Goods to ISAW and ISAW shall be entitled to obtain the same or similar Goods from other suppliers.

 

3.9 The specification and quantity of Goods may be amended or cancelled without liability on the part of ISAW (save as provided at clause 3.10) at any time prior to the dispatch of the Goods by giving written notice to the Supplier.

 

3.10 If ISAW cancels or amends the specification or quantities in accordance with clause 3.9 above, ISAW shall pay the reasonable costs incurred by the Supplier in connection with the work in progress up until the date of the cancellation

notice (to the extent that such work has been carried out in accordance with any previously agreed time scales and to the extent that the Supplier can evidence this expenditure).

 

3.11 The results of any such work in progress (including any deliverables or other material, whether complete or not) shall be delivered to ISAW by the Supplier within seven (7) days of such cancellation or amendment.

T&C'S - 4.1 INSPECTION

4.1 The Supplier shall:

 

4.1.1 allow an Authorised Inspector access to the Factory at all reasonable times so that they may inspect the Goods, the Factory and all materials and processes involved in the manufacture of the Goods;

 

4.1.2 allow an Authorised Inspector to take samples of the Goods or any of the materials involved in the manufacture of the Goods;

 

4.1.3 provide ISAW or an Authorised Inspector with any information reasonably requested about the Goods, the Factory and all materials and processes involved in the manufacture of the Goods; and

 

4.1.4 at ISAW's request, arrange and pay for the testing of the Goods, the Factory or any materials and processes involved in the manufacture of the Goods, at a laboratory of ISAW's choice. The Supplier shall provide ISAW with a test certificate or any results issued by the laboratory.

 

4.2 If the Goods are being produced by a sub-contractor, the Supplier shall ensure that the sub-contractor complies with the requirements contained with clause 4.1 above.

 

4.3 If as a result of an inspection or any testing carried out by an Authorised Inspector ISAW reasonably believes that the Goods do not, or are unlikely to, conform with the Order or the Specification or any other term of the Contract, ISAW shall inform the Supplier who shall immediately take all action necessary to remedy the non-conformity and in the absence of any remedial action being completed to the satisfaction of ISAW, the Contract may forthwith be terminated by ISAW by notice to the Supplier and ISAW shall have no liability to the Supplier whatsoever.

 

4.4 If the Supplier takes remedial action pursuant to clause 4.3 above, ISAW may require the Supplier to undertake and allow further testing and inspection of the Goods, the Factory and all materials and processes involved in the manufacture of the Goods. Such further testing and inspections shall be at the Supplier's expense.

T&C'S - 5.1 DELIVERY

5.1 The Supplier shall ensure that:

 

5.1.1 the Goods are properly packed, stored and secured in such manner as to enable them to reach their destination in a safe and good condition in accordance with all relevant guidelines including complying with all health and safety requirements and the Handbooks;

 

5.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any), data of when the Goods shall remain safe for use including any applicable use-by dates and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

 

5.1.3 if the Supplier requires ISAW to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.

 

5.2 In the case of a UK Supplier, the Supplier shall deliver the Goods:

 

5.2.1 on the Delivery Date, or where no Delivery Date is specified, within 28 days of the Order;

 

5.2.2 to such location as is set out in the Order, or as instructed by ISAW prior to delivery (“Delivery Location”); and

 

5.2.3 during ISAW's normal business hours, or as instructed by ISAW.

 

5.3 In the case of a direct import from an overseas Supplier, the Supplier shall deliver the Goods:

 

5.3.1 on or before the date specified by them in order to meet the Despatch Date; and

 

5.3.2 to such location as is set out in the Order, or as instructed by ISAW or the nominated carrier (“Despatch Location”).

 

5.4 The Supplier shall ensure that ISAW has approved all tests and samples of the Goods before delivering or despatching the Goods.

 

5.5 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location or loading the Goods at the Despatch Location(“Delivery”).

 

5.6 If the Supplier:

 

5.6.1 delivers less than 95% of the quantity of Goods ordered, ISAW may reject the Goods; or

 

5.6.2 delivers more than 105% of the quantity of Goods ordered, ISAW may at its discretion reject the Goods or the excess Goods, and any rejected Goods shall be returnable at the Supplier's risk and expense.If the Supplier delivers more or less than the quantity of Goods ordered, andISAW accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

 

5.7 The Supplier shall not deliver the Goods in instalments without ISAW's prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle ISAW to the remedies set out in clause 6.

 

5.8 If the Goods are being delivered to ISAW’s nominated carrier, the Supplier shall be responsible for delivery of the Goods onto the carrier’s mode of transport.

 

5.9 If the Goods are incorrectly delivered, the Supplier will be responsible for any additional expense incurred in delivering them to their correct destination and acceptance of the Goods will not take place until they are delivered to their correct destination.

 

5.10 Time for delivery shall be of the essence.

T&C's - 6.1 REMEDIES

6.1 If the Goods are not delivered on the date they are due as referred to in clause 5.2.1 or 5.3.1, or do not comply with the undertakings set out in clause 3.1 and 3.2 or are not properly packed, stored and secured during Delivery in accordance with clause 5.1.1 then, without limiting any of its other rights or remedies, ISAW shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods:

 

6.1.1 to terminate the Contract;

 

6.1.2 to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense;

 

6.1.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;

 

6.1.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

 

6.1.5 to recover from the Supplier any costs incurred by ISAW in obtaining substitute goods from a third party; or

 

6.1.6 to claim damages for any other costs, loss or expenses incurred by ISAW which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract.

 

6.2 These Conditions shall also apply to any repaired or replacement Goods supplied by the Supplier.

 

6.3 The Supplier shall keep ISAW indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and legal and other professional fees and expenses awarded against or incurred or paid by ISAW as a result of or in connection with:

 

6.3.1 any claim made against ISAW for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;

 

6.3.2 any claim made against ISAW by a third party arising out of, or in connection with, the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors;

 

6.3.3 any claim made against ISAW by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and

 

6.3.4 any claim made against ISAW by a third party arising out of, or in connection with, the Supplier's (its employees, agents or subcontractors) non-compliance with any of the terms of the Mandatory Policies, the Handbooks restricted substances lists and all relevant US federal and state specific requirements.

 

6.4 This clause 6 shall survive termination of the Contract.

 

6.5 If the Supplier sells, gives away or transfers any items in breach of clauses 10.2 or 10.3, ISAW shall have the right to purchase the items from any third party and reclaim the price paid from the Supplier in addition to damages and

other expenses.

 

6.6 The Supplier acknowledges that the Goods may be intended to be sold by ISAW as part of co-ordinated, matching or complementary sets, and that the Supplier breaching these Conditions, in particular if such Goods do not conform to the Specification, this may result in ISAW being unable to sell the relevant Goods and/or other items within the same range as the Goods, and if this is the case ISAW may reject such non-conforming Goods and shall return them to the Supplier at the Supplier's cost. ISAW in such case shall have no liability to the Supplier to pay for the non-conforming Goods.

 

6.7 Where ISAW receives any notice or communication that the Goods infringe the Intellectual Property Rights of any third party, ISAW may remove such Goods from sale and return any remaining stock of such Goods to the Supplier. The Supplier shall on receipt of such Goods issue a credit note to ISAW in respect of the same.

 

6.8 ISAW's rights and remedies under these Conditions are in addition to its rights and remedies set out in the Handbooks, implied by statute and common law.

 

6.9 ISAW reserves the right to fine the Supplier in accordance with the terms set out in the Handbooks.

 

6.10 Where any Goods are rejected or any Contract is cancelled in accordance with these Conditions, the Supplier shall remove any labels or other identifying marks of ISAW from the rejected/cancelled Goods. The Supplier shall not sell such rejected/cancelled Goods to a third party without the prior written consent of ISAW. It shall be a condition of any sale of such Goods to a third party, that any ISAW labels and identifying marks are removed from the Goods prior to sale.

T&C's - 7.1 TITLE & RISK

7.1 Title in the Goods shall pass to ISAW at the time of delivery, unless payment of Goods is made prior to delivery, in which case title shall pass to ISAW on payment of the Goods.

 

7.2 Risk in the Goods shall pass to ISAW on Delivery of the Goods.

 

7.3 The Supplier shall:

 

7.3.1 insure the Goods and any constituent parts thereof during any process of manufacture while they are in possession or control of them; and

 

7.3.2 insure the Goods during transportation, where the Supplier is

responsible for transportation.

T&C's - 8.1.1 PRICE & PAYMENT

8.1 The price of the Goods shall be the price set out in the Order. No increase in the price shall be permitted without the express written agreement of ISAW.

 

8.2 Unless otherwise agreed in writing, the price of the Goods shall be:

 

8.2.1 exclusive of any applicable value added tax (which shall be payable by ISAW subject to receipt of a valid VAT invoice); and

 

8.2.2 inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery to the Delivery Location or Despatch Location(as the case may be) and of any duties, taxes, imposts or levies other than value added tax; and

 

8.2.3 calculated in accordance with any basis of charging contained in any Specification or quotation provided by the Supplier and agreed by ISAW.

 

8.3 The Supplier may invoice ISAW for the Goods on or at any time after the completion of Delivery.

 

8.4 No invoices shall be raised by the Supplier unless a PO number has been raised by ISAW. Invoices must contain the following information:

 

8.4.1 ISAW’s official order number and references;

 

8.4.2 any information required by applicable laws;

 

8.4.3 the full Delivery Address, or any other address to which delivery of Goods was made;

 

8.4.4 the description of the Goods; and

 

8.4.5 such other information as ISAW may reasonably require.

 

8.5 ISAW shall pay correctly rendered invoices within 45 days from receipt of stock, unless otherwise agreed in writing between the parties.

 

8.6 Payment or a remittance advice shall be sent by ISAW to the Supplier:

 

8.6.1 by post to the Supplier’s address on the Order;

 

8.6.2 by post to an address provided by the Supplier to ISAW in writing; or

 

8.6.3 through an automated payment system, to a payment address specified in writing by the Supplier to ISAW.

 

8.7 ISAW may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Supplier against any amounts payable by it to the Supplier under the Contract.

T&C's - 9.1 ISAW PROPERTY

9.1 The Supplier acknowledges that all materials, samples, drawings, Specifications, and data supplied by ISAW to the Supplier (“ISAW Materials”) and all rights in ISAW material are and shall remain the exclusive property of ISAW. The Supplier shall keep ISAW Materials in safe custody at its own risk, maintain them in good condition until returned to ISAW, and not dispose or use the same other than in accordance with ISAW's written instructions or authorisation.

 

9.2 In respect of the Goods transferred to ISAW under this Contract, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to ISAW, it will have full and unrestricted rights to sell and transfer all such items to ISAW. For the avoidance of doubt, all ISAW Materials are the exclusive property of ISAW.

T&C's - 10.1 NTELLECTUAL PROPERTY RIGHTS 

 

10.1 The Supplier acknowledges that:

 

10.1.1 Any Intellectual Property Rights in any Goods made pursuant to ISAW’s Specification are ISAW's (or its licensor's) property;

 

10.1.2 Nothing in this Contract shall be construed as conferring any licence or granting any rights in favour of the Supplier in relation to the Intellectual Property Rights in such Goods. ISAW asserts its full rights to control the use of its Intellectual Property Rights and the Supplier shall assist ISAW as required in preventing third parties from diluting ISAW’s rights; and

 

10.1.3 any reputation in any trade marks affixed or applied to the Goods shall accrue to the sole benefit of ISAW or any other owner of the trade marks from time to time.

 

10.2 Where the Goods are made pursuant to a Specification provided by ISAW, or the Order is stated or intended to be exclusive, the Supplier shall supply such Goods to ISAW and no other party without ISAW’s written consent. For the purposes of this clause 10.2, the Goods includes any excess, copies or imitations of the Goods.

 

10.3 Subject to clause 10.2 above, the Supplier and any of the Supplier’s agents or sub-contractors shall not sell, give away or transfer any Goods sold under these Conditions without first offering them to ISAW at the price which they would receive from selling them to a third party.

 

10.4 The Supplier shall not use (other than pursuant to these Conditions) or seek to register any trade mark or trade name (including any company name) which is identical to, confusingly similar to or incorporates any trade mark or trade name which ISAW or any associated company of ISAW owns or claims rights in anywhere in the world.

 

10.5 The Supplier shall promptly and fully notify ISAW of:

 

10.5.1 any actual, threatened or suspected infringement of any Intellectual Property Rights which comes to the Supplier’s notice; and

 

10.5.2 any claim by any third party that comes to the Supplier’s notice that the sale or advertisement of the Goods infringes the rights of any person.

 

10.6 The Supplier shall (at ISAW’s request and expense) do all such things as may be reasonably required to assist ISAW in taking or resisting any proceedings in relation to any infringement or claim referred to in clause 10.5.

 

10.7 Where the Supplier is supplying any Goods pursuant to a licence (“Licensed Goods”), the Supplier warrants and represents that it has all authorisations and permissions required to supply such Licensed Goods to ISAW.

T&C's - 11.1 DATA PROTECTION 

11.1 In so far as the Supplier processes any Personal Data on behalf of ISAW, the Supplier shall:

 

11.1.1 process the Personal Data only on behalf of ISAW for the purposes of performing its obligations under the Contract and only in accordance with instructions received from ISAW from time to time;

 

11.1.2 not otherwise modify, amend or alter the contents of the Personal Data or disclose or permit the disclosure of any of the Personal Data to any third party unless specifically authorised in writing by ISAW;

 

11.1.3 implement appropriate technical and organisational measures to protect the Personal Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Personal Data (a "Security Incident"). The Supplier shall promptly inform ISAW in the event of any Security Incident and will (at its own expense) provide all such timely information and cooperation as ISAW may require in order for ISAW to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Applicable Data Protection Law. The Supplier shall further take all such measures and actions as are necessary to remedy or mitigate the effects of the Security Incident and shall keep ISAW up-to date about all developments in connection with the Security Incident;

 

11.1.4 take reasonable steps to ensure the reliability of any of the Supplier's personnel who have access to the Personal Data;

 

11.1.5 obtain prior written consent from the Supplier before transferring the Personal Data to any subcontractors in connection with the discharge of its obligations under this Contract;

 

11.1.6 ensure that only those of the Supplier's personnel who need to have access to the Personal Data are granted access to such data and only for the purposes of the performance of this Contract and all of the Supplier's personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with its obligations set out in this clause 11;

 

11.1.7 not publish, disclose or divulge any of the Personal Data to any third party (including for the avoidance of doubt the Data Subject itself) unless directed to do so in writing by ISAW:

 

11.1.8 notify ISAW (within 5 days) if it receives:

 

11.1.8.1 a request from a Data Subject to have access to that person's Personal Data; or

 

11.1.8.2 a complaint or request relating to ISAW's obligation under the Applicable Data Protection Laws; or

 

11.1.8.3 any other communication relating directly or indirectly to the processing of any Personal Data in connection with this Contract;

 

11.1.8.4 provide ISAW with full co-operation and assistance in relation to any complaint or request made in respect of any Personal Data;

11.1.9 permit ISAW to inspect and audit the Supplier's data processing activities and those of its agents, subsidiaries and sub-contractors and comply with all reasonable requests or directions by ISAW to enable ISAW to verify and procure that the Supplier is in full compliance with its obligations under this clause 11; and

 

11.1.10 not transfer Personal Data outside the European Economic Area and/or the United Kingdom without the prior written consent of ISAW and, where ISAW consents to such transfer, to comply with:

 

11.1.10.1 such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law;

 

11.1.10.2 any reasonable instructions notified to it by ISAW.

 

11.2 The parties shall, and the Supplier shall procure that each of its subcontractors shall, comply at all times with the Applicable Data Protection Law and shall not perform their obligations under this Contract in such a way as to cause either party to breach any of its obligations under the Applicable Data Protection Law. The Supplier shall immediately notify ISAW in the event that it becomes aware of any breach of the Applicable Data Protection Law by the Supplier or any of its subcontractors in connection with this Contract.

 

11.3 The Supplier shall, at all times during and after the term of the Contract, indemnify ISAW and keep ISAW indemnified against all direct losses incurred by, awarded against or agreed to be paid by ISAW arising from any breach of the Supplier's obligations under this clause 11 except and to the extent that such liabilities have resulted directly from ISAW's written instructions.

T&C's - 12.1 AUDIT

12.1 The Supplier acknowledges that one of ISAW’s main objectives is to make sure its suppliers provide appropriate working conditions for their staff and have ethical standards which comply with the UK legislative framework and guidance. As such, the Supplier agrees to participate in such audit program(s) as ISAW may require from time to time. The Supplier acknowledges that

failing to comply with this clause 12.1 would constitute as a material breach of the Contract.

 

12.2 The Supplier shall keep and maintain for the term and for a period of seven (7) years after delivery of the Goods, a record, to the satisfaction of ISAW, of:

 

12.2.1 all payments made by ISAW in relation to the Goods; and

 

12.2.2 the Goods provided pursuant to any Order entered into under this Contract, and the Supplier shall, on written request from ISAW, afford ISAW or its dulyauthorised representatives such access to those records as may be reasonably required by ISAW in relation to this Contract and/or any Order.

 

12.3 The parties acknowledge that any investigation, criminal conduct or unethical practices by the Supplier could have an adverse impact on the reputation of ISAW. In order for ISAW to manage this risk, the Supplier agrees to promptly disclose such information in relation to itself, its officers and employees that could be relevant to ISAW, including but not limited to details of any tax, immigration or criminal investigations, director strike-offs and HMRC investigations (whether pervious or ongoing) in relation to the Supplier. The Supplier agrees that this shall be an ongoing obligation and that it is the Supplier’s duty to keep ISAW informed of any incidents or investigations that could have an adverse effect on the reputation of ISAW or the Supplier.

T&C'S - 13.1 SUBCONTRACTING

13.1 The Supplier shall not transfer, assign or sub-contract its obligations under the Contract without ISAW’s prior written consent. The Supplier shall provide full transparency in relation to its sub-contractors and shall ensure that any subcontractors engaged by it comply with these Conditions and the terms of the Handbooks. The Supplier shall obtain written confirmation from each subcontractor that such sub-contractor is in compliance with the terms of the Handbooks and these Conditions.

 

13.2 In the event that the Supplier sub-contracts any or all of their obligations under the Contract they shall ensure that the sub-contractor enters into a contract which is consistent with these Conditions. The Supplier will be liable for any breach of these Conditions by either themselves or their subcontractor.

T&C's - 14.1 INSURANCE 

14.1 The Supplier shall, at all times, carry adequate insurance cover with a reputable insurer in respect of all risks for which it is prudent for the Supplier to insure against, having regard to the Supplier's possible liability to ISAW. The Supplier shall, on written request, supply a copy of the policy and premium receipt to ISAW.

T&C's - 15.1 CONFIDENTIAL INFORMATION 

15.1 A party (the “Receiving Party”) shall keep in strict confidence all technical or commercial know-how, Specifications, inventions, processes or initiatives which are disclosed to the Receiving Party by the other party (the “Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business, its products or its services which the receiving party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents or subcontractors who need to know the same for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors shall keep such information confidential and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction

T&C's - 16.1 COMPLIANCE WITH RELEVANT LAWS AND POLICIES

16.1 In performing it obligations under the Contract, the Supplier shall:

 

16.1.1 comply with all applicable laws, statutes, regulations and codes from time to time in force; and

 

16.1.2 comply with the Mandatory Policies and the Handbooks.

 

16.2 In accordance with the Modern Slavery Act (2015), the Supplier shall take responsibility for undertaking due diligence to safeguard against any form of modern slavery and violation of human rights within its business and its wider supply chain.

 

16.3 ISAW may immediately terminate the Contract for any breach of clause 16.1 or clause 16.2.

T&C's - 17.1 ANTI-BRIBERY

17.1 The Supplier shall:

 

17.1.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and ISAW’s policies on anti-bribery as amended from time to time (the “Relevant Requirements”);

 

17.1.2 have and maintain in place throughout the term its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements;

 

17.1.3 promptly report to ISAW any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Contract; and

 

17.1.4 annually certify to ISAW in writing signed by an officer of the Supplier, compliance with this clause 17.1 by the Supplier. The Supplier shall provide such supporting evidence of compliance as ISAW may reasonably request.

 

17.2 ISAW may immediately terminate the Contract for any breach of clause 17.1.

T&C's - 18.1 TERMINATION

18.1 Without limiting its other rights or remedies, ISAW may terminate all Contracts with immediate effect by giving written notice to the Supplier if the Supplier becomes subject to any of the following events:

 

18.1.1 the Supplier suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

 

18.1.2 the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

 

18.1.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier, other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;

 

18.1.4 (being an individual) the Supplier is the subject of a bankruptcy petition or order;

 

18.1.5 a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

 

18.1.6 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier;

 

18.1.7 (being a company) a floating charge holder over the Supplier's assets has become entitled to appoint or has appointed an administrative receiver;

 

18.1.8 a person becomes entitled to appoint a receiver over the Supplier's assets or a receiver is appointed over the Supplier's assets;

 

18.1.9 any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.1.1 to clause

 

18.1.8 inclusive;

 

18.1.10 the Supplier suspends, or threatens to suspend, or ceases or threatens Your location to cease to carry on, all or substantially the whole of its business;

 

18.1.11 the Supplier's financial position deteriorates to such an extent that in ISAW’s opinion the Supplier's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

 

18.1.12 (being an individual) the Supplier dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

 

18.2 Without limiting its other rights or remedies, ISAW may terminate all Contracts with immediate effect by giving written notice to the Supplier if:

 

18.2.1 ISAW becomes aware that the Supplier provided false or misleading information about it or any of its officers/directors during the onboarding process;

 

18.2.2 ISAW reasonably believes that there is a risk that doing business with the Supplier could significantly harm or have an adverse affect on ISAW’s reputation;

 

18.2.3 the Supplier has been engaged in any gross misconduct in connection with the operation of its business (as reasonably determined by ISAW).

 

18.3 Termination of the Contract, however arising, shall not affect any of theparties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

T&C'S - 19.1 FORCE MAJEURE

19.1 Provided it has complied with clause 19.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event (“Affected Party”), the Affected Party shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

 

19.2 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

 

19.3 The Affected Party shall:

 

19.3.1 as soon as reasonably practicable after the start of the Force Majeure Event but no later than seven (7) days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and

 

19.3.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

 

19.4 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than five (5) weeks, the party not affected by the Force Majeure Event may terminate this Contract by giving one (1) weeks' written notice to the Affected Party.

T&C'S - 20.1 ASSIGNMENT

20.1 ISAW may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.

 

20.2 The Supplier may not assign, transfer, charge or deal in any other manner with any or all of its rights or obligations under the Contract without ISAW's prior written consent.

T&C's - 21.1 NOTICES

21.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing, and shall be delivered personally, or sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.

 

21.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 21.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

 

21.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

T&C's - 22.1 GENERAL

22.1 If any court or 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.

 

22.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and

enforceable.

 

22.3 A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

 

22.4 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

 

22.5 A person who is not a party to the Contract shall not have any rights under or in connection with it by virtue of the Contracts (Right of Third Parties) Act 1999 (the "Act"), but this does not affect any right or remedy of a third party which exists, or is available, apart from the Act.

 

22.6 Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

 

22.7 The Supplier shall not make, or permit to make, any public announcement concerning the Contract without the prior written consent of ISAW except as required by law or any governmental or regulatory authority or by any court or other authority of competent jurisdiction.

 

22.8 At its own expense each party shall and shall use all reasonable endeavours to procure that any necessary third party shall promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Contract.

 

22.9 Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by ISAW.

T&C's - 23.1 GOVERNING LAW AND JURISDICTION

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

 

23.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any disputes or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.