Terms Conditions – Purchase
Terms Conditions – Purchase
1. Agreement
These terms and conditions apply 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 or which are in any document issued by or on behalf of the Supplier.
The Customer and the Supplier may agree additional Special Terms. The Special Terms and these terms and conditions will form the whole agreement between the Customer and the Supplier (“Agreement”). In the event of any conflict between these terms and conditions and the Special Terms, the Special Terms will take priority.
2. Definitions and Interpretation
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London or the country where Your main business is located, are open for business.
Confidential Information: any and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes but is not limited to: commercial, financial, business, sub-contractors, customers (past and present), suppliers (past and present), marketing, manufacturing arrangements, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); current and proposed products or services of the Customer or of the Customer’s licensor(s), research, research programs, computer software, source and executable codes, program files, CFD data, digital data including all calculations created in formats including but not limited to excel calculators, CAD models and/or drawings, WLTP-compliant kits, developments for experimental work, flow charts, drawings, algorithms, techniques, processes, methodologies, standards, specifications, improvements, inventions, know-how, procurement requirements, statistical data, research projects, business development; the fact of the Customer’s selection and use of particular information in connection with this Agreement and its subject matter, whether or not the particular information is publicly available; the fact that discussions are taking place concerning this Agreement; any information that is identified as being of a confidential or proprietary nature; any information which at the time of disclosure is or should be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure; and any information, findings, data or analysis derived from the afore-mentioned. For the avoidance of doubt this shall include any of Our Customers’ confidential information.
Control: as defined in section 1124 of the Corporation Tax Act 2010.
Customer/We/Us/Our/s/Aerodyne: means Aerodyne Global Limited, company registration number 09535922, registered office 1, The Forum, Minerva Business Park, Lynch Wood, Peterborough, Cambridgeshire, PE2 6FT or any of its group of companies who place an order with You.
Data Protection Legislation: the GDPR, the UK General Data Protection Regulation as amended or updated from time to time, and any successor legislation to the UK GDPR or the Data Protection Act 2018 and all other applicable statutes, directives, or regulations which may supplement, amend, or replace the same and relate to data privacy and as may be applicable in the provision of the Services or supply of the Goods.
Deliverables: any documents, products and materials created or developed by or on behalf of the Supplier as part of or in connection with the provision of the Goods or Services.
Deliver/Delivery/Delivered: means the supply of the Goods or Services as the case may be, to the Delivery Location.
Delivery Date: shall be the date set out in the Order.
Delivery Location: means the address or addresses for delivery of the Goods or Services as set out in the Order or such other address as notified by Us to You, or Your premises when We have requested that You make available the Goods or Services for collection by any courier or third party appointed by Us in writing.
Effective Date: shall be the date that the Order is accepted by You either expressly or by conduct.
Force Majeure Event: shall mean any act, event or omission beyond the reasonable control of a party including, without limitation, war, riot, civil commotion, malicious damage, compliance with any law or governmental order rule regulation or direction or any overriding emergency procedures, epidemic or pandemic, accident, fire, flood, storm, and strikes or any industrial action by employees of any party other than the party relying on the Force Majeure Event.
Goods: means the goods and related accessories, spare parts and documentation and other physical material including, where applicable, Tooling, set out in the Order or understood by the parties to be included in the goods and to be supplied by You to Us.
Intellectual Property Rights: patents, copyright, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Key Performance Indicators: the performance and quality standards and measurements that We require from You in the performance of Your obligations under the Agreement.
Mandatory Policies: Our policies and codes of conduct including those relating to anti-bribery, modern slavery, ethics, corporate and social responsibility that We notify You of from time to time.
Order/ Purchase Order: means the purchase order We give to You.
Our Materials: all documents, information, designs and specifications that We provide to You or agree with You, Tooling, items and materials in any form (whether owned by Us or a third party), which We provide to You in connection with the Services.
Our Customers: means those organisations, businesses or individuals to whom We supply or intend to supply Goods or Services.
Party/Parties: means the Supplier and/or the Customer as the context dictates.
Payment Terms: means the payment terms agreed by the Parties and if no such terms are agreed, We shall pay any invoice correctly and properly submitted to Us by the end of the month following the month in which the goods or services or the invoice is received whichever is the later.
Price: shall be the price specified in the Order and shall be in the currency specified in the Order and shall not be amended in any way unless We agree in writing.
Services: the services, including any Deliverables, set out in the Order or understood by the parties to be included in the services to be supplied by You.
Services Commencement Date: the date set out in the Order.
Special Terms : the specific terms that the Customer and Supplier agree will apply in respect of the supply of any Goods or Services.
Specification: any specification for the Goods or Services, including related plans and drawings that We agree with You.
Supplier/You/Yours/Yourselves: the person, company, business or organisation that will be supplying Goods or Services to Us under this Agreement.
Supplier Materials: all documents, information, items and materials in any form (whether owned by You or a third party), which are used by You in connection with the provision of the Goods and/or Services.
Term: has the meaning set out in the Order or where none has been specified shall mean when each party has fulfilled its obligations under this Agreement.
Tooling: all production-related assets developed, procured, or used for the manufacture of goods specifically for or on Our behalf which will include, but is not limited to, mould tools, moulds, jigs, fixtures, dies, patterns, gauges, cutting tools, and any other bespoke or semi-bespoke manufacturing aids or equipment, whether physical or digital, that are used in connection with the production process.
2.1. Clause headings shall not affect the interpretation of this Agreement.
2.2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural, shall include the singular.
2.3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2.4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3 Commencement and Duration
3.1. This Agreement will come into effect on the Effective Date and will continue until the parties’ obligations under this Agreement have been completed in full or for the Term if applicable, unless terminated earlier by either party as set out in this Agreement.
3.2. You will confirm acceptance of Our Purchase Orders within 48 hours of receipt. If Our Purchase Order has not been confirmed within 48 hours, You agree that it has been accepted.
4. Supply of Goods
4.1. You shall ensure that the Goods shall:
4.1.1. correspond with their description and any applicable Specification;
4.1.2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 or any other applicable legislation relating to the supply of goods) and fit for any purpose held out by You or made known to You by Us expressly or by implication, and in this respect We rely on Your skill and judgement;
4.1.3. be free from defects in design, materials and workmanship and remain so for 36 months after the Delivery Date;
4.1.4. comply with all applicable US, EU and UK laws (or such other geographical laws as We make known to You on our Order), regulations, regulatory policies, guidelines or requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods including all relevant quality standards applicable to such Goods;
4.1.5. match any proof or sample that You have provided to Us and We have accepted in writing; and
4.1.6. where We request You to do so, be supplied with instructions for usage and maintenance.
4.2. You shall ensure that at all times You have and maintain all the licences, permissions, authorisations, consents and permits that You need to carry out Your obligations under this Agreement.
4.3. We, or Our Customers, may inspect and test the Goods at any time before delivery. You shall remain fully responsible for the Goods despite any inspection or testing and any inspection or testing shall not reduce or otherwise affect Your obligations under this Agreement.
4.4. If following inspection or testing, We consider that the Goods do not comply or are unlikely to comply with Your undertakings in clause 4.1, We shall inform You and You shall immediately take such remedial action as is necessary to ensure compliance.
4.5. We may, at Your expense, conduct further inspections and tests after You have carried out the remedial actions.
4.6. Where You supply Goods that have been purchased from a third party, You will ensure that You honour, and pass on to Us, the terms of any guarantee or warranty supplied by that third party. Where You are unable to do so for any reason, You will supply Us with the name and address of the third party supplier.
5. Delivery of Goods
5.1. You shall ensure that:
5.1.1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
5.1.2. the Goods are packaged and labelled in accordance with Our requirements;
5.1.3. the Goods, and any packaging that the Goods are in, are Delivered to Us undamaged;
5.1.4. each Delivery of the Goods is accompanied by a delivery note which (unless We advise otherwise) 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)), the weight of the Goods, any special handling or storage instructions and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered;
5.1.5. You keep adequate proof of Delivery of the Goods or performance of the Services for at least 6 years after Delivery or completion and You will supply copies of this within 7 days of Us asking You to do so;
5.1.6. it states clearly on the delivery note any requirement for Us to return any packaging material for the Goods to You. Any such packaging material shall only be returned to You at Your cost;
5.1.7. the Goods are supplied with written instructions regarding the safe and correct and effective storage, transportation, installation and use of the Goods and You shall attach such instructions to the Goods in a format that We specify.
5.1.8. no packaging shall display or feature Your logo, contact details or similar that shall identify You to Our Customers or third parties; and
5.1.9. only materials that have been approved and (at Our request) tested by Us shall be used in the manufacture of the Goods.
5.2. Unless otherwise notified by Us in writing, You shall Deliver the Goods:
5.2.1. on the Delivery Date:
5.2.2. to the Delivery Location; and
5.2.3. during Our normal hours of business.
5.3. Unless We have appointed a courier or third party to collect the Goods from You, Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
5.4. Where Goods are Delivered in instalments, Your failure to Deliver any one instalment on time or at all or any defect in an instalment shall entitle Us to the remedies set out in clause 7.
5.5. Title in the Goods shall pass to Us on payment for the Goods or Delivery of the Goods (whether in full or in part if Delivery is made by instalments) at the Delivery Location whichever is the sooner.
5.6. Risk in the Goods shall pass to Us on Delivery of the Goods at the Delivery Location.
5.7. Time shall be of the essence in respect of Delivery.
6. Supply of Services
6.1. You shall, from the Service Commencement Date and for the duration of this Agreement, supply the Services to Us in accordance with the terms of this Agreement.
6.2. You shall meet any performance dates for the Services and time is of the essence in relation to any of those performance dates.
6.3. In providing the Services, You shall:
6.3.1. co-operate with Us in all matters relating to the Services, and comply with all of Our instructions;
6.3.2. perform the Services with the best care, skill and diligence in accordance with best practice in the Your industry, profession or trade;
6.3.3. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that Your obligations are fulfilled in accordance with this Agreement;
6.3.4. ensure that the Services and Deliverables will conform with all descriptions and Specifications and that the Deliverables shall be fit for any purpose that We expressly or impliedly make known to You;
6.3.5. provide all equipment, tools and vehicles and such other items as are required to provide the Services;
6.3.6. 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 Us, will be free from defects in workmanship, installation and design and will remain so for a period of 36 months;
6.3.7. obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
6.3.8. comply with all Key Performance Indicators, applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services including all relevant quality standards applicable to such Services and the Mandatory Policies;
6.3.9. observe all health and safety rules and regulations and any other security requirements that apply at any of Our or Our Customer’s premises;
6.3.10. hold Our Materials in safe custody at Your own risk and covered by Your insurance, maintain Our Materials in good condition until returned to Us, and not dispose of or use Our Materials other than in accordance with Our written instructions or authorisation;
6.3.11. not do or omit to do anything which may cause Us to lose any licence, authority, consent or permission upon which We rely for the purposes of conducting Our business, and You acknowledge that We may rely on You not to do so in the performance of the Services; and
6.3.12 perform the Services strictly at Your own risk.
7. Our Remedies
7.1. If You fail to deliver the Goods and/or perform the Services by the applicable date, We shall, without limiting or affecting other rights or remedies available to Us, have one or more of the following rights:
7.1.1. to terminate this Agreement with immediate effect by giving You written notice;
7.1.2. to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which You attempt to make;
7.1.3. to recover from You any costs incurred by Us in obtaining substitute goods and/or services from a third party;
7.1.4. to require a refund from You of sums paid in advance for Services that You have not provided and/or Goods that You have not delivered; and
7.1.5. to claim damages for any additional costs, loss or expenses incurred by Us which are in any way attributable to Your failure to meet such dates.
7.2. If You have delivered Goods that do not comply with the undertakings set out in clause 4.1, then, without limiting or affecting other rights or remedies available to Us, We shall have one or more of the following rights, whether or not We have accepted the Goods:
7.2.1. to terminate this Agreement with immediate effect by giving You written notice;
7.2.2. to reject the Goods (in whole or in part) whether or not title has passed and to return them to You at Your risk and expense;
7.2.3. to require You to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
7.2.4. to refuse to accept any subsequent delivery of the Goods which You attempt to make;
7.2.5. to recover from You any expenditure incurred by Us in obtaining substitute goods from a third party; and
7.2.6. to claim damages for any additional costs, loss or expenses incurred by Us arising from your failure to supply Goods in accordance with clause 4.1.
7.3. This Agreement shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by You.
7.4. Our rights under this Agreement are in addition to any rights and remedies implied by statute and common law.
7.5. In order to protect Our legitimate business interests, You agree that You shall not (and shall procure that no member of Your Group or any of Your suppliers or business partners shall not) (except with Our prior written consent) solicit or entice away (or attempt to solicit or entice away) from Us the business or custom of any of Our Customers or enter into any communications directly with any of Our Customers. The obligation in this clause 7.5 will survive for a period of 5 years following termination of this Agreement.
8. Our Obligations
8.1. We shall:
8.1.1. provide such necessary information for the provision of the Goods and/or Services as You may reasonably request; and
8.1.2. provide access to Our premises or facilities as may reasonably be requested by You and agreed with You in writing in advance, for the purposes of this Agreement.
9. Pricing and Payment Terms
9.1. In consideration of the provision of the Goods and/or Services by You, We agree to pay the Price in accordance with the Payment Terms.
9.2. The Price shall be inclusive of the costs of packaging, insurance and, where You are arranging Delivery, carriage of the Goods and include all of the costs and expenses You directly or indirectly incur in connection with the performance of the Services.
9.3. Unless otherwise agreed by the parties in writing, You shall invoice Us after completion of delivery of the Goods and/or on completion of the Services (as applicable). Notwithstanding the Delivery Location, all invoices shall be sent to Us at the address indicated on the Order.
9.4. We shall pay each invoice in accordance with the Payment Terms, or on such other date as agreed in writing between the parties, to a bank account nominated by You from time to time.
9.5. We may at any time, without notice to You, set off any liability of You to Us against any liability We have to You, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. Any exercise by Us of Our rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.
9.6. You shall maintain complete and accurate records of the time spent and materials used in providing the Services and shall allow Us to inspect such records at all reasonable times on request.
10. Intellectual Property
10.1. We will own any Intellectual Property Rights existing in Our Materials and any Deliverables. We grant You a personal, non-exclusive, non-transferable licence to use Our Materials for the purposes of this Agreement.
10.2. You will own any Intellectual Property Rights existing in the Supplier Materials. You grant Us a personal, non-exclusive, non-transferable licence to use the Supplier Materials for the purposes of this Agreement.
10.3. Unless We agree otherwise in writing, where You have carried out Tooling or design for Us, We will exclusively own all of the property in the Tooling and the Intellectual Property and all Design rights in any Tooling (including patterns, moulds and jigs) and all Intellectual Property and Design rights in any goods made from or modified by the Tooling.
10.4. Where We supply You with Tooling:
10.4.1 You will not use it or allow it to be used for any purpose other than this Agreement.
10.4.2 You will keep our Tooling safe and in good condition and covered by Your insurance, and will return it to Us as soon as We ask You to do so.
10.4.3 You will regularly inspect it and advise Us of any repairs or refurbishments that are needed to maintain the Tooling in such a condition as so that it will continue to produce quality goods.
10.4.4 We may inspect the Tooling at any time upon giving You reasonable notice of Our intention to do so.
10.4.5 You will not use the Tooling for Yourselves or for or on behalf of any third party without Our written permission
10.4.6 You will not permit any party to remove the Tooling from Your premises without Our consent.
10.4.7 You will pay Us the all costs in respect of any loss or damage to the Tooling, this does not include fair wear and tear.
10.4.8 We will be entitled to request that You return the Tooling to Us at any time and where You refuse to do so, You agree that We will be entitled to enter the premises where the Tooling is kept at any time and remove the Tooling, upon Us giving You notice of Our intention to do so.
10.4.9 You agree that You shall not be entitled to refuse to return the Tooling to Us on the basis that We owe You any money either in respect of Goods or Services or under any other liability whatsoever.
11. Limitation on Liability
11.1. Nothing in this Agreement shall limit or exclude Our liability for:
11.1.1. death or personal injury caused by Our negligence, or the negligence of Our personnel, agents or sub-contractors;
11.1.2. fraud or fraudulent misrepresentation; or
11.1.3. any other liability which cannot be limited or excluded by applicable law.
11.2. Subject to clause 11.1, We shall not have any liability to You whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, goodwill, business opportunities or anticipated savings or benefits, or for any loss of corruption of data or for any indirect or consequential loss arising under or in connection with this Agreement.
11.3. Our total aggregate liability to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Price paid by Us under this Agreement in the 12 months preceding the date the liability arose or £50,000 whichever is the lower sum.
12. Representations and Warranties and Undertakings
12.1. Each party represents, warrants and undertakes to the other that:
12.1.1. it has full capacity and authority to enter into and to perform this Agreement;
12.1.2. this Agreement is executed by a duly authorised representative of that party;
12.1.3. there are no actions, suits or proceedings or regulatory investigations pending or, to that party’s knowledge, threatened against of affecting that party before any court or administrative body that might affect the ability of that party to meet and carry out its obligations under this Agreement;
12.1.4. it conducts its business in a manner that is fully compliant with the Mandatory Policies; and
12.1.5. once duly executed this Agreement will constitute its legal, valid and binding obligations.
13. Indemnity
13.1. You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including but not limited to 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 Us arising out of or in connection with:
13.1.1. any claim made against Us 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 Our Materials);
13.1.2. any claim made against Us by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables;
13.1.3. any claim made against Us by a third party arising out of or in connection with Your obligations under this Agreement;
13.1.4. any breach of the Mandatory Policies.
14. Confidential Information
14.1. You undertake at any time during this Agreement, and for a period of 10 years after termination, not to disclose, copy or use any of Our Confidential Information except as permitted by clause 14.2.
14.2. You may only disclose Our Confidential Information to Your employees, officers, representatives or advisers who need to know such information for the purposes of exercising Your rights or carrying out Your obligations under or in connection with this Agreement, on condition that such people are subject to obligations of confidentiality so as to protect Our Confidential Information. You may disclose Our Confidential Information as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3. You shall not use any of Our or Our Customer’s company logos or trademarks or Goods in any of Your advertising materials or methods either verbally, physically or in any form of digital or electronic communication or disclose that We are one of Your customers without Our express consent in writing.
14.4. Unless We agree otherwise in writing, You shall not copy, duplicate, imitate, reverse engineer, reverse compile, disassemble, record, or otherwise reproduce any part of Our Confidential Information, or any goods or parts of goods offered or supplied to You, nor use any mouldings offered or supplied by Us as a base or starting point for moulds or tooling, and You will at no time permit, cause or assist, any other party to do any of the above things, nor attempt to do any of the foregoing. Any tangible embodiments of Confidential Information that may be generated by You, either under or in violation of this Agreement, shall be subject to the confidentiality obligations contained in this Agreement, and all Intellectual Property Rights in any such tangible embodiments shall be and remain Our sole property.
15. Data Protection
15.1. Each party agrees to comply with its obligations under the Data Protection Legislation in respect of any personal data, which it supplies or receives under, or in connection with, this Agreement in its role as either data controller or data processor. Where a party is data controller it will ensure that it has obtained from all relevant employees all consents which may be necessary in order for it, or the data processor, to lawfully process personal data about those employees for the purposes of delivering the Goods and Services.
15.2. Both parties warrant that they will take appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data and the accidental loss or destruction of, or damage to, personal data.
16. Reporting and Audit
16.1. You shall:
16.1.1. during the course of this Agreement and for a period of 15 years following termination, maintain a complete set of records to trace the supply chain of all Goods and Services provided to Us in connection with this Agreement;
16.2. permit Us and Our third-party representatives, on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of the Mandatory Policies, to have access to and take copies of Your records and any other information and to meet with Your personnel to audit Your compliance with Your obligations (including the Key Performance Indicators) and with the Mandatory Policies.
17. Termination and Consequences of Termination
17.1. Without affecting any other right or remedy available to Us, We may terminate this Agreement:
17.1.1. with immediate effect by giving written notice to You if:
a) there is a change of Control of Your business; or
b) Your financial position deteriorates to such an extent that in Our opinion Your capability to adequately fulfil Your obligations under this Agreement has been placed in jeopardy; or
c) You commit a breach of clause 14, clause 15, the Key Performance Indicators or the Mandatory Policies,
17.1.2. for convenience by giving You 30 days’ written notice.
17.2. Without affecting any other right or remedy available to it, either party may terminate this Agreement immediately on written notice to the other if:
17.2.1. the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days of being notified in writing to do so;
17.2.2. the other party 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;
17.2.3. 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 that other party;
17.2.4. an application is made to the 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 other party; or
17.2.5. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
17.3. On termination of this Agreement for whatever reason, You shall immediately deliver to Us all Deliverables whether or not then complete and return all of Our Materials. If You fail to do so, then We may enter Your premises and take possession of them. Until they have been returned or delivered, You shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement.
17.4. The expiry or termination of this Agreement shall not affect the accrued rights, remedies, obligations or liabilities of the parties under it existing at expiry or termination.
17.5. The following clauses shall continue in force: clause 10 (Intellectual Property), clause 11 (Limitation of Liability), clause 13 (Indemnity), clause 14 (Confidentiality), clause 15 (Data Protection), clause 17 (Consequences of Termination), clause 18 (Force Majeure), clause 19 (Insurance), clause 20 (General) and any other provision of this Agreement which expressly or by implications is intended to continue.
18. Force Majeure
18.1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 10 Business Days or more, the party not affected may terminate this Agreement by giving 5 Business Days’ written notice to the other party.
19. Insurance
19.1. During the Term and for 6 years thereafter, You shall, at Your expense, maintain in force with a reputable insurance company, adequate insurance covering the supply of the Goods and/or Services Your liabilities under this Agreement including as a minimum employer’s liability insurance for no less than £10,000,000, public liability insurance for no less than £10,000,000 and product liability insurance for no less than £10,000,000 in each case per event increasing annually in accordance with the UK retail prices index. You shall, on Our request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
20. General
20.1. Dispute Resolution: Subject to either party’s rights and remedies under this Agreement, the parties agree to use all reasonable efforts to negotiate and amicably resolve any disputes in relation to this Agreement by senior level negotiations.
20.2. Publicity: Neither party shall make any public announcement regarding the existence or subject matter of this Agreement without the prior written consent of the other party.
20.3. Notices: Any notice given in respect of this Agreement shall be deemed to have been given if delivered personally (including by courier) to either party at their respective addresses indicated on the Order, or at such other address as may be notified by either party from time to time in writing, at the time of delivery or if sent by prepaid, recorded delivery, or first class post in the UK, 2 Business Days after posting or if outside the UK 7 Business Days after posting.
20.4. Assignment: You shall not assign nor in any manner transfer any interest or claim in this Agreement to any third party, unless authorised in advance in writing by Us, such authorisation not to be unreasonably withheld or delayed. We may assign the Agreement by giving You notice of Our intention to do so.
20.5. Sub-contracting: You may only sub-contract Your rights or obligations under this Agreement with Our prior written consent.
20.6. Severability: If any provision of this Agreement (or part of any provision) is held by any competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
20.7. Amendment: No amendment or variation of this Agreement shall be effective unless it is in writing and signed by an authorised representative of the parties.
20.8. Entire Agreement: This Agreement constitutes the whole agreement between the parties and supersedes all previous Agreements between the parties relating to its subject matter.
20.9. Waiver: A failure or delay by either Us or You to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
20.10. No Partnership or Agency: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.
20.11. Third Party Rights: Except as expressly provided for in this clause 20.11 a person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. Our assignees shall have the right to enforce the provisions of this Contract.
20.12. Costs: Each party shall pay their own costs and expenses incurred by it in connection with the entering into of this Agreement.
20.13. Law and Jurisdiction: This Agreement and any non-contractual rights or obligations arising out of or in relation to it, shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts for any dispute arising in connection with this Agreement.
Aerodyne Global Limited General Terms and Conditions of Purchase – September 2025