1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions the following definitions apply:
“Conditions” means these terms and conditions that apply to an attached Purchase Order;
"Contract" means the contract between GSL and the Supplier consisting of the Purchase Order, these Conditions, and any other documents (or parts thereof) specified in the Purchase Order;
"Delivery Date” means the date on which the Goods and/or Services are to be delivered to GSL, as specified in the Purchase Order;
"Goods" means any such goods supplied to GSL by the Supplier pursuant to or in connection with the Purchase Order;
"GSL" means Guralp Systems Limited, the registered office for which is Calleva Park, Aldermaston, Reading Berkshire RG7 8EA;
"Price" means the price of the Goods and/or Services as specified in the Purchase Order;
"Purchase Order” means the attached document setting out GSL’s requirements for the Contract; Services means any such services supplied to GSL by the Supplier pursuant to or in connection with the Purchase Order;
"Supplier" means the person, firm or company who is the supplier of the Goods named in the Purchase Order; and
“Warranty Period” has the meaning defined in clause 8.4.
1.2 These Conditions shall apply to all Contracts for the supply of Goods and/or Services (as applicable) by the Supplier pursuant to one or more Purchase Orders. No terms or conditions submitted at any time by the Supplier shall form any part of the Contract.
1.3 In the event of a conflict between any of these Conditions and any specific term or condition referred to in the Purchase Order, the latter shall prevail.
“Conditions” means these terms and conditions that apply to an attached Purchase Order;
"Contract" means the contract between GSL and the Supplier consisting of the Purchase Order, these Conditions, and any other documents (or parts thereof) specified in the Purchase Order;
"Delivery Date” means the date on which the Goods and/or Services are to be delivered to GSL, as specified in the Purchase Order;
"Goods" means any such goods supplied to GSL by the Supplier pursuant to or in connection with the Purchase Order;
"GSL" means Guralp Systems Limited, the registered office for which is Calleva Park, Aldermaston, Reading Berkshire RG7 8EA;
"Price" means the price of the Goods and/or Services as specified in the Purchase Order;
"Purchase Order” means the attached document setting out GSL’s requirements for the Contract; Services means any such services supplied to GSL by the Supplier pursuant to or in connection with the Purchase Order;
"Supplier" means the person, firm or company who is the supplier of the Goods named in the Purchase Order; and
“Warranty Period” has the meaning defined in clause 8.4.
1.2 These Conditions shall apply to all Contracts for the supply of Goods and/or Services (as applicable) by the Supplier pursuant to one or more Purchase Orders. No terms or conditions submitted at any time by the Supplier shall form any part of the Contract.
1.3 In the event of a conflict between any of these Conditions and any specific term or condition referred to in the Purchase Order, the latter shall prevail.
2. CONTRACT VARIATIONS AND ACCEPTANCE
2.1 These Conditions may only be varied with the written agreement of GSL.
2.2 GSL reserves the right by reasonable notice to the Supplier to vary the Goods and/or Services detailed in the Purchase Order and any alteration to the Price and/or Delivery Date arising by reason of such modification shall be agreed between the parties and evidenced in writing.
2.3 The Contract shall become binding and these Conditions shall be deemed to have been accepted by the Supplier on the acceptance of the Purchase Order by the Supplier (either verbally or in writing) or on delivery of the Goods, whichever is the earlier.
2.2 GSL reserves the right by reasonable notice to the Supplier to vary the Goods and/or Services detailed in the Purchase Order and any alteration to the Price and/or Delivery Date arising by reason of such modification shall be agreed between the parties and evidenced in writing.
2.3 The Contract shall become binding and these Conditions shall be deemed to have been accepted by the Supplier on the acceptance of the Purchase Order by the Supplier (either verbally or in writing) or on delivery of the Goods, whichever is the earlier.
3. SUPPLIER WARRANTIES, REPRESENTATIONS AND OBLIGATIONS
3.1 The Supplier warrants and represents to GSL that (a) it has full capacity and authority to enter into this Agreement and that it has or will obtain prior to the commencement of the Services and delivery of Goods, any necessary licences, consents and permits required of it for such actions, and (b) the Supplier personnel
delivering Services will possess the qualifications, professional competence and experience to carry out such services in accordance best industry practice.
3.2 The Supplier warrants and represents to GSL that the Goods and/or Services (as applicable): (a) shall conform in all respects with any particulars and/or specifications set out in the Purchase Order (including any variations thereto); (b) shall conform in all respects with the requirements of any statutes, orders, regulations (inclusive of safety standards where applicable) or bye-laws from time to time in force; (c) be of satisfactory quality and free from defects in materials and workmanship; and (e) be fit and sufficient for the purpose for which such goods and services are ordinarily used and for any particular purpose made known to the Supplier by GSL.
3.3 The Supplier’s obligations under this clause 3 shall extend to any defect or non- conformity arising or manifesting itself within the Warranty Period. Where there is a breach of the warranty contained in this clause 3 by the Supplier, GSL may, without thereby waiving any rights or remedies otherwise provided by law and/or elsewhere in these Conditions, require the Supplier to repair or replace the defective goods at the Supplier’s risk and expense or repay the Price or part of the Price relating to the defect to GSL. Goods repaired or replaced shall be subject to these Conditions in the same manner as those originally delivered under the Contract. If the Supplier refuses or fails promptly to repair or replace items when requested under this provision, GSL may itself, or through a third party, repair or replace any item and the Supplier agrees to reimburse GSL for any costs or expenses incurred.
3.4 The Supplier shall provide GSL with such progress reports, evidence or other information concerning delivery of the Products and/or Services as may be requested by GSL from time to time.
delivering Services will possess the qualifications, professional competence and experience to carry out such services in accordance best industry practice.
3.2 The Supplier warrants and represents to GSL that the Goods and/or Services (as applicable): (a) shall conform in all respects with any particulars and/or specifications set out in the Purchase Order (including any variations thereto); (b) shall conform in all respects with the requirements of any statutes, orders, regulations (inclusive of safety standards where applicable) or bye-laws from time to time in force; (c) be of satisfactory quality and free from defects in materials and workmanship; and (e) be fit and sufficient for the purpose for which such goods and services are ordinarily used and for any particular purpose made known to the Supplier by GSL.
3.3 The Supplier’s obligations under this clause 3 shall extend to any defect or non- conformity arising or manifesting itself within the Warranty Period. Where there is a breach of the warranty contained in this clause 3 by the Supplier, GSL may, without thereby waiving any rights or remedies otherwise provided by law and/or elsewhere in these Conditions, require the Supplier to repair or replace the defective goods at the Supplier’s risk and expense or repay the Price or part of the Price relating to the defect to GSL. Goods repaired or replaced shall be subject to these Conditions in the same manner as those originally delivered under the Contract. If the Supplier refuses or fails promptly to repair or replace items when requested under this provision, GSL may itself, or through a third party, repair or replace any item and the Supplier agrees to reimburse GSL for any costs or expenses incurred.
3.4 The Supplier shall provide GSL with such progress reports, evidence or other information concerning delivery of the Products and/or Services as may be requested by GSL from time to time.
4. PRICE AND INVOICING
4.1 Unless expressly agreed otherwise between the parties in writing, the Price shall be as defined in the Purchase Order and it shall be inclusive of all delivery and insurance costs, VAT and any other applicable sales taxes, duties or levies.
4.2 Unless otherwise agreed in writing by GSL, the Supplier shall render a separate invoice in respect of each consignment of the Goods delivered under the Purchase Order. GSL undertakes to pay correctly submitted invoices in 30 days end of month following receipt from the day of physical or electronic arrival at the nominated address of GSL unless otherwise specified within the Purchase Order. Invoices shall not be
rendered by the Supplier until completion of delivery of all the Goods which are the subject of the Purchase Order or of the consignment (as appropriate) or such other invoicing date(s) as may be defined in the Purchase Order.
4.3 A valid invoice is one that: (a) is delivered in timing in accordance with the Contract; (b) is for the correct sum; (c) is in respect of Goods and/or Services supplied or delivered to the required quality (or are expected to be at the required quality); (d) quotes the relevant Purchase Order; and (e) has been delivered to the nominated address.
4.4 GSL specifically reserves the right to withhold or deduct by way of set-off or otherwise from any monies due or to become due to the Supplier any monies due to GSL from the Supplier.
4.5 GSL shall not be liable for any orders or amendments to orders other than those issued or confirmed on the official Purchase Order and shall not be responsible for the payment of the Price for Goods or Services supplied in excess of those required by the Purchase Order.
4.6 No payment of or on account of the Price shall constitute any admission by GSL as to proper performance by the Supplier of its obligations under the Contract
4.2 Unless otherwise agreed in writing by GSL, the Supplier shall render a separate invoice in respect of each consignment of the Goods delivered under the Purchase Order. GSL undertakes to pay correctly submitted invoices in 30 days end of month following receipt from the day of physical or electronic arrival at the nominated address of GSL unless otherwise specified within the Purchase Order. Invoices shall not be
rendered by the Supplier until completion of delivery of all the Goods which are the subject of the Purchase Order or of the consignment (as appropriate) or such other invoicing date(s) as may be defined in the Purchase Order.
4.3 A valid invoice is one that: (a) is delivered in timing in accordance with the Contract; (b) is for the correct sum; (c) is in respect of Goods and/or Services supplied or delivered to the required quality (or are expected to be at the required quality); (d) quotes the relevant Purchase Order; and (e) has been delivered to the nominated address.
4.4 GSL specifically reserves the right to withhold or deduct by way of set-off or otherwise from any monies due or to become due to the Supplier any monies due to GSL from the Supplier.
4.5 GSL shall not be liable for any orders or amendments to orders other than those issued or confirmed on the official Purchase Order and shall not be responsible for the payment of the Price for Goods or Services supplied in excess of those required by the Purchase Order.
4.6 No payment of or on account of the Price shall constitute any admission by GSL as to proper performance by the Supplier of its obligations under the Contract
5. DELIVERY
5.1 The Goods shall be delivered to the place named on, and in accordance with, the Purchase Order. Delivery shall be completed when the Goods have been unloaded at the point of delivery specified in the Purchase Order and delivery has been accepted by GSL or its authorised representative. Any access to premises and any labour and equipment that may be provided by GSL in connection with delivery shall be provided without acceptance by GSL of any liability whatsoever or howsoever arising and the Supplier shall indemnify and keep indemnified the GSL in respect of any actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which GSL may suffer or incur as a result of or in
connection with any damage or injury (including death) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act, omission or negligence of the Supplier or any of its sub-contractors.
5.2 Where any access to GSL premises is necessary in connection with delivery or installation, the Supplier and its sub-contractors shall at all times comply with (i) GSL's security requirements, and (ii) GSL’s health and safety requirements.
5.3 The Delivery Date shall be of the essence for the purposes of the Contract and failure to deliver by the Delivery Date shall enable GSL (at its option) to release itself from any obligation to accept and pay for the Goods and/or to cancel all or part of the Goods under the Purchase Order, in either case without prejudice to its other rights and remedies. The Supplier's failure to effect delivery on the Delivery Date specified shall entitle GSL to purchase substitute Goods and to hold the Supplier accountable for any and all loss and/or additional costs incurred as a result of such failure.
5.4 Failure by GSL to exercise its options under clause 5.3 in respect of any part of a Purchase Order shall not be deemed to constitute a waiver with respect to any subsequent part of that Purchase Order.
5.5 If GSL terminates a Contract pursuant to its rights under clause 5.3: (a) all sums payable by GSL in relation to the whole or part of the terminated Contract shall cease to become payable; (b) all advance sums paid by GSL in relation to the whole or part of the terminated Contract shall be repaid by the Supplier immediately; and (c) GSL shall be entitled to recover damages from the Supplier for any loss caused as a result of the Supplier’s failure to deliver the Goods and/or Services as a result of the cancellation of the whole or part of the contract.
5.6 If Goods are delivered before the Delivery Date, GSL shall be entitled to its sole discretion to refuse to take delivery or to charge for insurance and storage of the Goods until the Delivery Date.
5.7 Unless otherwise stated in the Purchase Order, the Supplier is responsible for obtaining and the cost of all the export and import licences for the Goods, and in the case of Goods supplied from outside the UK, the Supplier shall ensure that accurate information is provided to GSL as to the country of origin and the Supplier shall be liable for additional duties or taxes should the country of origin prove to be different to the one stated.
connection with any damage or injury (including death) occurring in the course of delivery or installation to the extent that any such damage or injury is attributable to any act, omission or negligence of the Supplier or any of its sub-contractors.
5.2 Where any access to GSL premises is necessary in connection with delivery or installation, the Supplier and its sub-contractors shall at all times comply with (i) GSL's security requirements, and (ii) GSL’s health and safety requirements.
5.3 The Delivery Date shall be of the essence for the purposes of the Contract and failure to deliver by the Delivery Date shall enable GSL (at its option) to release itself from any obligation to accept and pay for the Goods and/or to cancel all or part of the Goods under the Purchase Order, in either case without prejudice to its other rights and remedies. The Supplier's failure to effect delivery on the Delivery Date specified shall entitle GSL to purchase substitute Goods and to hold the Supplier accountable for any and all loss and/or additional costs incurred as a result of such failure.
5.4 Failure by GSL to exercise its options under clause 5.3 in respect of any part of a Purchase Order shall not be deemed to constitute a waiver with respect to any subsequent part of that Purchase Order.
5.5 If GSL terminates a Contract pursuant to its rights under clause 5.3: (a) all sums payable by GSL in relation to the whole or part of the terminated Contract shall cease to become payable; (b) all advance sums paid by GSL in relation to the whole or part of the terminated Contract shall be repaid by the Supplier immediately; and (c) GSL shall be entitled to recover damages from the Supplier for any loss caused as a result of the Supplier’s failure to deliver the Goods and/or Services as a result of the cancellation of the whole or part of the contract.
5.6 If Goods are delivered before the Delivery Date, GSL shall be entitled to its sole discretion to refuse to take delivery or to charge for insurance and storage of the Goods until the Delivery Date.
5.7 Unless otherwise stated in the Purchase Order, the Supplier is responsible for obtaining and the cost of all the export and import licences for the Goods, and in the case of Goods supplied from outside the UK, the Supplier shall ensure that accurate information is provided to GSL as to the country of origin and the Supplier shall be liable for additional duties or taxes should the country of origin prove to be different to the one stated.
6. RISK
6.1 Risk in the Goods shall without prejudice to any of the rights or remedies of GSL (including GSL's rights and remedies under clause 8 below) remain with the Supplier prior to delivery to GSL and will pass to GSL on delivery. It shall be the duty of the Supplier at all times to maintain a contract of insurance over the Goods and, on request from GSL, to assign to GSL the benefits of such insurance.
7. DAMAGE IN TRANSIT
The Supplier shall, free of charge and as quickly as possible, either repair or replace (as GSL shall elect in its sole discretion) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to GSL, provided that: (a) in the case of damage to such Goods in transit GSL shall within thirty (30) days of delivery give notice to the Supplier that the Goods have been damaged; and (b) in the
case of non-delivery GSL shall (provided that GSL has been advised of the despatch of the Goods) within ten (10) days of the notified date of delivery give notice to the Supplier that the Goods have not been delivered.
case of non-delivery GSL shall (provided that GSL has been advised of the despatch of the Goods) within ten (10) days of the notified date of delivery give notice to the Supplier that the Goods have not been delivered.
8. PRODUCT INSPECTION, REJECTION AND GUARANTEE
8.1 Nothing contained in these Conditions shall in any way detract from the Supplier's obligations under common law or statute or any express warranty or condition contained in the Contract.
8.2 The Supplier shall permit GSL or its authorised representatives to make any inspections or tests it may reasonably require in relation to the Goods and the Supplier shall afford all reasonable facilities and assistance free of charge at GSL's premises. The Supplier shall make good any defects or deficiencies in the event of any failure (in the sole opinion of GSL) to comply with the terms of the Purchase Order or the Contract. No failure to make a complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by GSL of any rights or remedies in respect of the Goods.
8.3 GSL may by written notice to the Supplier reject any of the Goods which fail to meet the requirements in the Contract. Such notice shall be given within a reasonable time after delivery to GSL of the relevant Goods. If GSL rejects any of the Goods pursuant to this clause 8.3, the Supplier shall at GSL's sole option (without
prejudice to its other rights and remedies) either: (a) repair the defective Goods as quickly as possible, or (b) as GSL shall elect in its sole discretion, replace the defective Goods with Goods which comply in all respects with the requirements under the Contract; or (c) refund to GSL the Price in respect of the defective Goods.
8.4 Where there are shortages in the order GSL shall notify the Supplier and the following provisions shall apply; (a) all sums payable by GSL in relation to the missing Goods shall cease to become payable; (b) all sums paid by GSL in relation to the missing Goods shall be repaid by the Supplier immediately; and (c) GSL shall
be entitled to claim damages from the Supplier for any losses caused to GSL as a result of the shortages.
8.5 The Supplier shall guarantee the Goods for a period of Three (3) months from delivery, subject to any alternative guarantee arrangements agreed in writing between GSL and the Supplier (the “Warranty Period”). If GSL shall, within such Warranty Period or within thirty (30) days thereafter, give notice in writing to the
Supplier of any defect in any of the Goods that have arisen during the Warranty Period under proper and normal use, the Supplier shall (without prejudice to any of GSL's other rights and remedies) as quickly as possible remedy such defects (whether by repair or replacement as GSL shall elect in its sole discretion) without cost to GSL.
8.6 Any Goods rejected or returned by GSL pursuant to this clause 8 shall be returned to the Supplier at the Supplier's risk and expense.
8.2 The Supplier shall permit GSL or its authorised representatives to make any inspections or tests it may reasonably require in relation to the Goods and the Supplier shall afford all reasonable facilities and assistance free of charge at GSL's premises. The Supplier shall make good any defects or deficiencies in the event of any failure (in the sole opinion of GSL) to comply with the terms of the Purchase Order or the Contract. No failure to make a complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by GSL of any rights or remedies in respect of the Goods.
8.3 GSL may by written notice to the Supplier reject any of the Goods which fail to meet the requirements in the Contract. Such notice shall be given within a reasonable time after delivery to GSL of the relevant Goods. If GSL rejects any of the Goods pursuant to this clause 8.3, the Supplier shall at GSL's sole option (without
prejudice to its other rights and remedies) either: (a) repair the defective Goods as quickly as possible, or (b) as GSL shall elect in its sole discretion, replace the defective Goods with Goods which comply in all respects with the requirements under the Contract; or (c) refund to GSL the Price in respect of the defective Goods.
8.4 Where there are shortages in the order GSL shall notify the Supplier and the following provisions shall apply; (a) all sums payable by GSL in relation to the missing Goods shall cease to become payable; (b) all sums paid by GSL in relation to the missing Goods shall be repaid by the Supplier immediately; and (c) GSL shall
be entitled to claim damages from the Supplier for any losses caused to GSL as a result of the shortages.
8.5 The Supplier shall guarantee the Goods for a period of Three (3) months from delivery, subject to any alternative guarantee arrangements agreed in writing between GSL and the Supplier (the “Warranty Period”). If GSL shall, within such Warranty Period or within thirty (30) days thereafter, give notice in writing to the
Supplier of any defect in any of the Goods that have arisen during the Warranty Period under proper and normal use, the Supplier shall (without prejudice to any of GSL's other rights and remedies) as quickly as possible remedy such defects (whether by repair or replacement as GSL shall elect in its sole discretion) without cost to GSL.
8.6 Any Goods rejected or returned by GSL pursuant to this clause 8 shall be returned to the Supplier at the Supplier's risk and expense.
9. LABELLING AND PACKAGING
9.1 The Goods shall be packed and marked in a proper manner and in accordance with GSL's instructions and any statutory requirements and any requirements of the carriers. In particular the Goods shall be marked with the Purchase Order number, the net, gross and the weights, details of the contents shall be clearly marked on each container and all containers of hazardous goods (and all relating documents) shall bear
prominent and adequate warnings. The Supplier shall indemnify and keep indemnified GSL against all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which GSL may suffer or incur as a result of or in connection with any breach of this clause 9.1.
9.2 All packaging materials will be considered non-returnable and will be destroyed unless the Supplier's advice note states that such materials will be charged for unless returned. GSL accepts no liability in respect of the non-arrival at the Supplier's premises of empty packages returned by GSL.
prominent and adequate warnings. The Supplier shall indemnify and keep indemnified GSL against all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which GSL may suffer or incur as a result of or in connection with any breach of this clause 9.1.
9.2 All packaging materials will be considered non-returnable and will be destroyed unless the Supplier's advice note states that such materials will be charged for unless returned. GSL accepts no liability in respect of the non-arrival at the Supplier's premises of empty packages returned by GSL.
10. INTELLECTUAL PROPERTY
10.1 Except to the extent that the Goods are supplied in accordance with designs provided by GSL, it shall be a condition of the Purchase Order that (a) the Supplier warrants that it has good title to the Goods, (b) that it will transfer such title as it may have in the Goods on acceptance of the Goods by GSL, (c) that none of the Goods will infringe any patent, trade mark, design right (whether registered or not), copyright or any other right in the nature of intellectual property of any third party, and (d) that the Supplier shall indemnify and keep indemnified GSL against all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which the GSL may suffer or incur as a result of or in connection with
any breach of this clause 10.1.
10.2 All materials, equipment, software, inventions, specifications, instructions, plans or any form of intellectual property right in any of the foregoing ("Intellectual Property"): (a) furnished to or made available to the Supplier by GSL pursuant to the Purchase Order are hereby assigned to and shall remain vested solely in GSL; and (b) the Supplier shall not (except to the extent necessary for the implementation of the Purchase Order) without prior written consent of GSL, use or disclose any such Intellectual Property or any information (whether or not relevant to the Contract) which the Supplier may obtain pursuant to the Contract and in particular (but without prejudice to the generality of the foregoing) the Supplier shall not refer to GSL or the
Contract in any advertisement without GSL's prior written agreement.
10.3 All Intellectual Property Rights produced from or arising as a result of delivery of Services shall, so far as not already vested, become the absolute property of GSL, and the Supplier shall do all that is reasonably necessary to ensure that such rights vest in GSL by the execution of appropriate instruments or the making of agreements with third parties.
any breach of this clause 10.1.
10.2 All materials, equipment, software, inventions, specifications, instructions, plans or any form of intellectual property right in any of the foregoing ("Intellectual Property"): (a) furnished to or made available to the Supplier by GSL pursuant to the Purchase Order are hereby assigned to and shall remain vested solely in GSL; and (b) the Supplier shall not (except to the extent necessary for the implementation of the Purchase Order) without prior written consent of GSL, use or disclose any such Intellectual Property or any information (whether or not relevant to the Contract) which the Supplier may obtain pursuant to the Contract and in particular (but without prejudice to the generality of the foregoing) the Supplier shall not refer to GSL or the
Contract in any advertisement without GSL's prior written agreement.
10.3 All Intellectual Property Rights produced from or arising as a result of delivery of Services shall, so far as not already vested, become the absolute property of GSL, and the Supplier shall do all that is reasonably necessary to ensure that such rights vest in GSL by the execution of appropriate instruments or the making of agreements with third parties.
11. HEALTH AND SAFETY
11.1 The Supplier represents and warrants to GSL that the Supplier has satisfied itself that: (a) all necessary tests and examinations have been made or will be made prior to delivery of the Goods to ensure that the Goods are designed, manufactured, supplied and installed so as to be safe and without risk to the health or safety of persons using the same; (b) that it has made available to GSL adequate information about the use for
which the Goods have been designed and have been tested and about any conditions necessary to ensure that when put to use the Goods will be safe and without risk to health; and (c) that the Supplier shall procure that the Supplier personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions.
11.2 In any event, the Supplier will comply with the duties imposed on it by the Health & Safety at Work etc. Act 1974 or any amendment thereto and of all other statutory provisions, rules and regulations so far as they are applicable. The Supplier shall indemnify and keep indemnified GSL against any and all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which GSL may suffer or incur as a result of or in connection with any breach of this clause 11.
which the Goods have been designed and have been tested and about any conditions necessary to ensure that when put to use the Goods will be safe and without risk to health; and (c) that the Supplier shall procure that the Supplier personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions.
11.2 In any event, the Supplier will comply with the duties imposed on it by the Health & Safety at Work etc. Act 1974 or any amendment thereto and of all other statutory provisions, rules and regulations so far as they are applicable. The Supplier shall indemnify and keep indemnified GSL against any and all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which GSL may suffer or incur as a result of or in connection with any breach of this clause 11.
12. INDEMNITY AND INSURANCE
12.1 Without prejudice to any rights or remedies of GSL (including the GSL’s rights and remedies under clause 8 above) the Supplier shall indemnify and keep indemnified GSL against any and all actions, suits, claims, demands, losses, charges, costs and Expenses (including legal expenses and disbursements) which GSL may suffer or incur as a result of or in connection with any damage to property or in respect of any injury
(including death) to any person which may result directly or indirectly from any defect in the Goods or the negligence, acts or omissions of the Supplier or any of its employees, agents or sub-contractors.
12.2 The Supplier shall take out and maintain with a reputable insurance company a policy or policies of insurance that are normal for contracts of this nature, covering all the matters which are the subject of liabilities and indemnities under these Conditions. The Supplier shall at the request of GSL produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium. The Supplier shall be liable under the provisions of the Contract (including clause 12.1) whether or not it complies with the insurance provisions in this clause 12.
12.3 Nothing in these Conditions or the Contract shall exclude or limit the liability of either party for death or personal injury caused by its negligence or for fraudulent misrepresentation.
(including death) to any person which may result directly or indirectly from any defect in the Goods or the negligence, acts or omissions of the Supplier or any of its employees, agents or sub-contractors.
12.2 The Supplier shall take out and maintain with a reputable insurance company a policy or policies of insurance that are normal for contracts of this nature, covering all the matters which are the subject of liabilities and indemnities under these Conditions. The Supplier shall at the request of GSL produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium. The Supplier shall be liable under the provisions of the Contract (including clause 12.1) whether or not it complies with the insurance provisions in this clause 12.
12.3 Nothing in these Conditions or the Contract shall exclude or limit the liability of either party for death or personal injury caused by its negligence or for fraudulent misrepresentation.
13. CONFIDENTIALITY
The Supplier shall and shall procure that its employees, agents and sub-contractors shall keep secret and not disclose any Confidential Information (defined as any information that would be seen by a reasonable business person as confidential concerning GSL’s business and inclusive of the commercial and contractual terms of each Contract ) obtained by reason of or through delivery of the Contract except information which (i) is in the public domain otherwise than as required to be by reason of a breach of this clause 13, or (ii) is required to be disclosed by law. The provisions of this clause 13 shall apply during the continuance of each Contract and after its termination howsoever arising without limitation in time.
14. TERMINATION
14.1 GSL may terminate a Contract for any reason by providing 15 days prior written notice to the Supplier. Pursuant to such termination GSL will pay for all Products and/or Services (as applicable) delivered and accepted as of the date of termination.
14.2 In the event of a material breach of the Contract by either party: (i) if the breach is not capable of remediation the non-breaching party shall be entitled to terminate the Contract immediately by notice in writing, whilst (ii) if the breach is capable of remediation the breaching party shall have twenty (20) days following written notice of the breach to remediate the breach and if and it fails to remedy that breach within that twenty (20) day period the non-breaching party may terminate the Contract with immediate effect by notice in writing.
14.3 GSL may terminate the Contract with immediate effect by notice in writing to the Supplier if at any time: the Supplier has a winding up petition presented or enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of amalgamation or reconstruction without insolvency) or makes an
arrangement with its creditors or petitions for an administration order or has a receiver, administrator or manager appointed over any of its assets, or a court or arbiter with authority to so determine, determines that the debtor is unable to pay its debts.
14.4 Nothing in this clause 14 shall affect the coming into, or continuance in force of any provision of the Contract which is expressly or by implication intended to come into force or continue in force upon termination of the Contract.
14.2 In the event of a material breach of the Contract by either party: (i) if the breach is not capable of remediation the non-breaching party shall be entitled to terminate the Contract immediately by notice in writing, whilst (ii) if the breach is capable of remediation the breaching party shall have twenty (20) days following written notice of the breach to remediate the breach and if and it fails to remedy that breach within that twenty (20) day period the non-breaching party may terminate the Contract with immediate effect by notice in writing.
14.3 GSL may terminate the Contract with immediate effect by notice in writing to the Supplier if at any time: the Supplier has a winding up petition presented or enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of amalgamation or reconstruction without insolvency) or makes an
arrangement with its creditors or petitions for an administration order or has a receiver, administrator or manager appointed over any of its assets, or a court or arbiter with authority to so determine, determines that the debtor is unable to pay its debts.
14.4 Nothing in this clause 14 shall affect the coming into, or continuance in force of any provision of the Contract which is expressly or by implication intended to come into force or continue in force upon termination of the Contract.
15. COMPLIANCE
15.1 The Supplier warrants that it has and continues to act at all times in compliance with the UK Modern Slavery Act 2015.
15.2 The Supplier acknowledges that it is aware of and has received a copy of GSL’s Antibribery Policy and will abide by the principles of that policy. More specifically the Supplier warrants that shall not offer any financial or other advantage to any third party or GSL employee or agent in connection with the Contract which is intended to influence or reward any person for acting in breach of an expectation of good faith, impartiality or trust, or which it would otherwise be improper for the recipient to accept. Furthermore, the Supplier warrants that it has and continues to act at all times in compliance with the UK Bribery Act (2010) and equivalent applicable anti-bribery and anti-corruption laws in the countries in which it operates.
15.3 The Supplier warrants that it will comply with all other applicable laws in fulfilling its obligations under each
Contract.
15.2 The Supplier acknowledges that it is aware of and has received a copy of GSL’s Antibribery Policy and will abide by the principles of that policy. More specifically the Supplier warrants that shall not offer any financial or other advantage to any third party or GSL employee or agent in connection with the Contract which is intended to influence or reward any person for acting in breach of an expectation of good faith, impartiality or trust, or which it would otherwise be improper for the recipient to accept. Furthermore, the Supplier warrants that it has and continues to act at all times in compliance with the UK Bribery Act (2010) and equivalent applicable anti-bribery and anti-corruption laws in the countries in which it operates.
15.3 The Supplier warrants that it will comply with all other applicable laws in fulfilling its obligations under each
Contract.
16. OTHER
16.1 Notices. Any notices to be given under the Contract shall be delivered personally or sent by first class post to the Chief Financial Officer (in the case of the GSL) and to the address set out in the Purchase Order (in the case of the Supplier). Any such notice shall be deemed to be served, if delivered personally, at the time of delivery, if sent by post, 48 hours after posting.
16.2 Assignment and Subcontracting. The Supplier shall not without the prior written consent of GSL assign or transfer the benefit or burden of the Contract. No sub-contracting by the Supplier shall in any way relieve the Supplier of any of its responsibilities under the Contract.
16.3 Third Party Rights. The Contract is not intended to create any rights of any kind whatsoever enforceable by any person who is not a party to the Contract, including any rights enforceable under the Contracts (Rights of Third Parties) Act 1999.
16.4 Relationship. Nothing in these Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to construe either of the parties as the agent of the other. Neither the Supplier nor the Supplier personnel have the authority to act as
agent for GSL or to make any binding commitment on behalf of GSL. Supplier personnel shall at no time be deemed to be employed or otherwise engaged by GSL. Furthermore, the Supplier shall be responsible for paying the Supplier personnel and for making any deductions required by law in respect of income tax and National Insurance contributions or similar contributions relating to their employment. The Supplier agrees to indemnify GSL in respect of any claims that may be made by the relevant authorities against GSL in respect of tax demands or National Insurance or similar contributions relating to the provision of Services by the Supplier.
16.5 Severability. If any provision under these Conditions is or becomes unenforceable, such provision shall not take effect and shall be deemed to be severed from the remainder of the Contract to the extent that the remainder of the Contract and the unaffected part of the provision shall continue to be fully enforceable.
16.6 Waiver. No delay or omission by GSL in exercising any of its rights under these conditions shall constitute a waiver of that right and any partial exercise of any such right shall not prevent any future exercise of the right.
16.7 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under these Conditions if the delay or failure results from events or circumstances beyond its reasonable control; including but not limited to acts of God, accidents, war, fire, flood or epidemic, and the effected party shall be entitled to a reasonable extension of its obligations.
16.8 Law and Jurisdiction. These Conditions and any dispute arising under or in any way connected with the subject matter of a Contract (whether of a contractual or tortious nature or otherwise) shall be governed by and interpreted in accordance with English Law and the parties submit to the jurisdiction of the English courts only except that GSL may seek injunctive relief outside such jurisdiction.
16.2 Assignment and Subcontracting. The Supplier shall not without the prior written consent of GSL assign or transfer the benefit or burden of the Contract. No sub-contracting by the Supplier shall in any way relieve the Supplier of any of its responsibilities under the Contract.
16.3 Third Party Rights. The Contract is not intended to create any rights of any kind whatsoever enforceable by any person who is not a party to the Contract, including any rights enforceable under the Contracts (Rights of Third Parties) Act 1999.
16.4 Relationship. Nothing in these Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to construe either of the parties as the agent of the other. Neither the Supplier nor the Supplier personnel have the authority to act as
agent for GSL or to make any binding commitment on behalf of GSL. Supplier personnel shall at no time be deemed to be employed or otherwise engaged by GSL. Furthermore, the Supplier shall be responsible for paying the Supplier personnel and for making any deductions required by law in respect of income tax and National Insurance contributions or similar contributions relating to their employment. The Supplier agrees to indemnify GSL in respect of any claims that may be made by the relevant authorities against GSL in respect of tax demands or National Insurance or similar contributions relating to the provision of Services by the Supplier.
16.5 Severability. If any provision under these Conditions is or becomes unenforceable, such provision shall not take effect and shall be deemed to be severed from the remainder of the Contract to the extent that the remainder of the Contract and the unaffected part of the provision shall continue to be fully enforceable.
16.6 Waiver. No delay or omission by GSL in exercising any of its rights under these conditions shall constitute a waiver of that right and any partial exercise of any such right shall not prevent any future exercise of the right.
16.7 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under these Conditions if the delay or failure results from events or circumstances beyond its reasonable control; including but not limited to acts of God, accidents, war, fire, flood or epidemic, and the effected party shall be entitled to a reasonable extension of its obligations.
16.8 Law and Jurisdiction. These Conditions and any dispute arising under or in any way connected with the subject matter of a Contract (whether of a contractual or tortious nature or otherwise) shall be governed by and interpreted in accordance with English Law and the parties submit to the jurisdiction of the English courts only except that GSL may seek injunctive relief outside such jurisdiction.
VERSION
FRM-ADM-0084 Rev A: Version A v1.0 May 2021