1 Introduction

1.1 The purpose of this Contract is to engage Suppliers through a Supplier Letter and/or Purchase Order and/or Statement Of Works and/or Schedule Agreement to supply Goods and/or Services on behalf of CEE.

2 Agreement

2.1 These Conditions apply to all Supplier Letters, all Purchase Orders, all Schedule Agreements and all Statement Of Works, to the exclusion of any other terms the Supplier may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 These Conditions will apply to the supply of both Goods and/or Services.
2.3 Each Supplier Letter or Purchase Order or Schedule Agreement or Statement of Works constitutes an offer by CEE to purchase the Goods and/or the Services from the Supplier in accordance with these Conditions.
2.4 The Supplier Letter or Purchase Order or Schedule Agreement or Statement of Works shall be deemed to be accepted on the earlier of:

2.4.1 the Supplier acknowledging the Supplier Letter or Purchase Order or Schedule Agreement or Statement of Works within 5 Business Days of receipt and where the Supplier fails to acknowledge the Supplier Letter or Purchase Order or Schedule Agreement or Statement of Works within such 5 Business Days, then the Supplier is deemed to have accepted; and
2.4.2 the Supplier doing any act consistent with fulfilling the Supplier Letter or Purchase Order or Schedule Agreement or Statement of Works at which point the Contract shall come into existence (Commencement Date).
2.5 The Contract shall comprise of the following in the following order of precedence to the extent of any conflict or inconsistency between the same:
2.5.1 these Conditions;
2.5.2 Supplier Letter (if any);
2.5.3 Purchase Order (if any);
2.5.4 Schedule Agreements (if any); and
2.5.5 Statement of Works (if any).

3 Definitions

45 Day Contract: a Contract for the supply of Services comprising in whole or in part of Construction Operations (and the supply of Goods, if those Goods are being supplied under the same Contract) which (a) specifies that the duration of the Services is to be 45 days or more, or (b) in respect of which the parties agree that the duration of the Services is estimated to more than 45 days.
Acceptance of Work: an Acceptance of Work form issued by CEE in relation to any complete works, or stage of works, in cases where Suppliers are under Contract to provide works (including but not limited to Construction Operations) as part of their supply of Goods and/or Services.
Business: ImW Heatpump Heat/Chill Ground Source heatpump systems installed by CEE into a variety of industries in the United Kingdom and any other services necessary or conducive to the running of the Business.
Business Day: a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where an act is to be performed or a payment is to be made.
CEE: Calibrate Inc Ltd (trading as Calibrate Energy Engineering), incorporated and registered in England and Wales with company number 08277206 whose registered office is at West Cottage, Amerside Law Farm, Chatton, Alnwick, NE66 5RF, UK.
CEE Materials: has the meaning in clause 11.
CEE Software: any and all computer software, firmware or coding (of whatever type and in whatever form or media) supplied by CEE to the Supplier.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with its terms.
Confidential Information: has the meaning given in clause 17.1.
Construction Act: The Housing Grants, Construction and Regeneration Act 1996 as updated and amended by the Local Democracy, Economic Development and Construction Act 2009.
Construction Operations: has the meaning given to it in section 105 of the Construction Act.
Contract means each contract between CEE and the Supplier for the sale and purchase of the Goods and/or Services in accordance with and incorporating these Conditions consisting of (i) these Conditions, (ii) the Supplier Letter (if any), (iii) the Statement of Works (if any), (iv) the Purchase Order (if any) and (v) the Schedule Agreement (if any) and including any schedule or annexure to any of them. Commencement Date: has the meaning given in clause 2.4.
Deleterious: materials, equipment, products or kits that are generally accepted, or generally suspected, in the Supplier’s industry at the relevant time as posing a threat to the health and safety of any person; or posing a threat to the structural stability, performance or physical integrity of the Services and/or Goods or any part or component of the Services and/or Goods; or reducing, or possibly reducing, the normal life expectancy of the Services and/or Goods or any part or component of the Services and/or Goods; or not being in accordance with any relevant British Standard, relevant code of practice, good building practice or any applicable agrément certificate issued by the British Board of Agrément; or having been supplied or placed on the market in breach of the Construction Products Regulations.
Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
Delivery Date: has the meaning in clause 4.4 or, as applicable clause 5.2(a).
Delivery Location: has the meaning in clause 5.2(b).
Force majeure: any event or circumstance that is beyond the reasonable control of that party, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable.
Goods and/or Services: the goods (if any) and/or services (if any) to be supplied by the Supplier under the Contract, as specified in the Supplier Letter (if any) or the Purchase Order (if any) or the Schedule Agreement (if any) or the Statement Of Works (if any), whether raw materials, processed materials, fabricated products (or any part of such items) and/or any installation works.
Indemnified Person: has the meaning in clause 9.1.
Insolvent: shall have the meaning stated in section 113 of the Construction Act.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
On Site and/or Site: a CEE customer’s premises or location or estate or property.
Packages: any containers, or packaging used in respect of the Goods, including bags, cases, cylinders, drums, pallets and tankers.
Products: the goods to be produced by CEE.
Purchase Order: a purchase order from CEE for the Goods and/or Services.
Relevant Requirements: has the meaning in clause 19.1.
Relevant Terms: has the meaning in clause 19.2.
Retention: an amount equivalent to such percentage of the amount otherwise due (from time to time) to the Supplier pursuant to the Contract and as set out in the Supplier Letter (if any), Purchase Order (if any), Schedule Agreement (if any) or Statement of Works (if any) or if no percentage is set out then the percentage shall be twenty (20) per cent.
Schedule Agreement: any schedule from CEE for Goods and/or Services which is subsequent to a Purchase Order and which quotes the original Purchase Order reference, and/or any schedule supplied to CEE by the Supplier that CEE signs and agrees with.
Short Contract: a Contract for the supply of Services comprising in whole or in part of Construction Operations (and the supply of Goods, if those Goods are being supplied under the same Contract) which (a) specifies that the duration of the Services is to be less than 45 days, or (b) in respect of which the parties agree that the duration of the Services is estimated to be less than 45 days.
Statement Of Works: a document detailing the requirements, deliverables, scope and schedule of works in cases where Suppliers are under Contract to supply Goods and/or Services at a CEE site or a Site. The Statement of Works forms part of the Contract with an associated Purchase Order.
Software: any and all computer programmes and computer software, firmware or coding (of whatever type and in whatever form or media) installed on or supplied with the Goods at the time of their delivery and either necessary for their operation in the manner contemplated by CEE or otherwise referred to in the Supplier Letter (if any), Purchase Order (if any), Statement of Works (if any) or Schedule Agreement (if any) but excluding CEE Software.
Specification: any specification for the Goods and/or the Services, including any related plans and drawings, agreed in writing by CEE and the Supplier.
Supplier: the subcontractor named in the Purchase Order or Supplier Letter and their associates from whom CEE purchases the Goods and/or Services.
Supplier Letter: the cover letter (if any) from CEE to a Supplier confirming the terms and conditions for the delivery and/or performance of the Goods and/or Services, including any updates or further iterations to that letter.
Tooling: any tool, fixture, fitting or jigs regardless of whether paid for directly or indirectly by CEE and laid down specifically for the Goods or related material and processes.
Use: any use of the Goods or Services by CEE, including the sale, resale, offering for sale, importation, supply, advertisement, marketing, distribution, possession and operation of the Goods or of any other products of CEE in which the Goods may be incorporated or which are designed or intended to operate in conjunction with the Goods.

4 Supply of Goods and Services by the Supplier

4.1 The Supplier shall ensure that:

(a) the Goods will conform to the quality, description and other particulars of the Goods stated in the Supplier Letter and/or Purchase Order and/or Schedule Agreement and/or Statement Of Works;
(b) the Goods will conform to any Specification and all samples, drawings and descriptions supplied to the Supplier by CEE or produced by the Supplier and agreed in writing by CEE;
(c) the Goods will conform to all industry, technical, testing, quality and other standards referred to on any part of the Goods and in any product packaging, technical specifications or other documentation in, with or in relation to which the Goods are supplied;
(d) the Goods will 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 CEE expressly or by implication, and in this respect CEE relies on the Supplier’s skill and judgement;
(e) the Goods will where applicable, be free from defects in design, material and workmanship and remain so for 18 months after delivery;
(f) the Goods will comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling, safety and delivery of the Goods;
(g) the Supplier has and will continue to have the full right and title to grant to CEE, any and all of the rights granted or capable of being granted to CEE pursuant to clause 9.1(d);
(h) the Software (if applicable) will be free from viruses, worms, time locks or anything else, which would impair performance of the Software as it may reasonably be expected to operate in the Goods and/or any Products;
(i) the Supplier and any subcontractors permitted under this Contract, will comply with all laws and regulations in the United Kingdom in relation to the health and safety of employees, payment of employees, working conditions of employees, and employment of employees, and any of Supplier’s subcontractors/contractors, including where the Supplier and any subcontractors are supplying the Service and/or Goods in part or in full at CEE’s premises or a Site.

4.2 CEE shall have the right to inspect and test the Goods at any time before delivery. If following such inspection or testing CEE considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings in clause 4.1, CEE shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance. 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 CEE shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
4.3 The Supplier shall from the date set out in the Supplier Letter or Purchase Order or Schedule Agreement or Statement Of Works and for the duration of the Contract provide the Services to CEE in accordance with the terms of the Contract.
4.4 The Supplier shall meet any performance dates for the Services specified in the Supplier Letter or Purchase Order or Schedule Agreement or Statement Of Works or notified to the Supplier by CEE (Delivery Date).
4.5 In providing the Services, the Supplier shall:

(a) co-operate with CEE in all matters relating to the Services, and comply with all instructions of CEE;
(b) perform the Services with the best care, skill and diligence in accordance with best practice, workmanship standards and quality standards in the Supplier’s industry, profession or trade;
(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;
(d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by CEE;
(e) provide all equipment, tools, facilities (if required) and vehicles, and such other items as are required to provide the Services;
(f) 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 CEE, will be free from defects in workmanship, installation and design;
(g) obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
(h) observe all health and safety rules and regulations and any other security requirements that apply at any of CEE’s premises and Sites;
(i) not do or omit to do anything which may cause CEE to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its Business, and the Supplier acknowledges that CEE may rely or act on the Services;
(j) where the Supplier performs the Services at a Site, then the Supplier is responsible for on site management and supervision, and compliance with the requirements contained in clauses 4.1(g) and 4.1 (h) of these Conditions;
(k) where Supplier performs the Services at a Site, the Supplier must advise CEE before commencement of work On Site of the name of the lead person/most senior person (manager or supervisor) responsible for the performance of the Supplier’s work On Site, and provide details of the persons employment status with the Supplier;
(l) where the Supplier performs the Services at a Site, the Supplier shall promote and comply with a responsible and ethical code of conduct of its employees and subcontractors, relating to and including but not limited to, reasonable dress code (uniform preferred), visual identification, swearing and/or rudeness, smoking (except in nominated area), use of personal electronic devices (sound pollution), adhere to the agreed On Site daily start and finish times (sound pollution), tidy conditions, clean the Site at the end of each day, mandatory use of agreed toilet facilities, responsible parking of all vehicles, no encroachment onto neighbouring site/property, minimise dust, and to respect and protect the environment. In general, the Supplier is to keep every part of the Site in ‘good order’ to achieve a good standard of ‘housekeeping’ across the site. The Supplier is to ensure all its employees and subcontractors receive an appropriate induction to these requirements before each person’s commencement of work on the Site;
(m) where the Supplier performs the Services at a Site, on completion of the Services, the Supplier shall clean the entire Site of all their construction/installation waste and debris and refuse and excess materials, and remove all temporary structures, fencing, storage, tooling and equipment and such other items as were required to provide the Services. Where applicable the disposal of all/any waste, debris, refuse or excess materials must comply with all applicable laws, statutes, regulations and codes relating to the Supplier’s industry.

4.6 The Supplier shall comply with, and fully indemnify CEE against any loss, damages, costs, expenses and claims suffered or incurred by CEE as a result of any breach by the Supplier of any applicable health and safety regulations, environmental protection law and regulation and/or other applicable regulations and/or other breach of clause 4.5.
4.7 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.
4.8 The Supplier shall upon request provide CEE with such detailed schedules of manufacture and/or site installation status, together with subsequent weekly updated progress reports and plans, as CEE may reasonably require, in order to keep CEE properly informed about the performance of the Supplier’s obligations under the Contract. The weekly updated progress reports and plans are required by CEE by noon on Fridays. The time for delivery and/or execution of the agreed Contract including the Schedule Agreement dates shall be of the essence (in accordance with clause 5.9) and these dates are expected to be maintained. The Supplier must immediately notify the appointed CEE project manager of any incident that may jeopardise compliance with delivery and/or execution of the Schedule Agreement dates and promptly notify CEE of a recovery plan.
4.9 CEE’s representatives shall have the right to inspect all Goods at the Supplier’s premises and the premises of all subcontractors of CEE and at any Site at all reasonable times. The Supplier shall ensure that its subcontract conditions will permit such inspections by CEE. Any inspection, checking, stated or implied approval or acceptance given on behalf of CEE during such inspection shall not relieve the Supplier or its subcontractors from any obligation under the Contract nor imply acceptance of the relevant Goods or prejudice any other rights of CEE under the Contract.
4.10 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow CEE to inspect such records at all reasonable times on request. The Supplier agrees to attend such review meetings as CEE may reasonably request.
4.11 Once the Supplier considers that the work on the assigned project site is complete or a defined stage in the work has been completed, the Supplier must request a CEE project manager to inspect the work upon at least 7 days’ prior notice.
4.12 The CEE project manager and possibly CEE’s client, will meet to inspect the work and scope of work against the original Statement of Works provided by you to us.
4.13 If, in the sole opinion of the CEE project manager, the work is complete and up to standard, the CEE project manager will sign the Acceptance of Work (with exceptions if necessary).
4.14 No payment shall become due under the Contract unless and until the relevant Acceptance of Work has been signed in relation to the relevant stage of the work and subject always to these Conditions (in particular, but not limited to, the Retention, if applicable) and any such Acceptance of Work shall not relieve the Supplier or its sub-contractors in any way whatsoever from any obligation under this Contract, nor imply acceptance of the relevant Goods and/or Services or prejudice any other rights of CEE in this Contract or in law.

5 Delivery by the Supplier

5.1 The Supplier shall ensure that:

(a) the Goods are properly packed and secured in such manner as to enable them to survive transit and reach their destination in good condition, and to resist pilferage, distortion, corrosion or contamination, and that all Goods are clearly and legibly labelled and addressed. (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order or Schedule Agreement, the number of the Purchase Order or Schedule Agreement (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(c) if the Supplier requires CEE to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
5.2 The Supplier shall deliver the Goods:
(a) on the date specified in the Supplier Letter or Purchase Order or Schedule Agreement or Statement Of Works, (or such other date as may be agreed between the parties) (Delivery Date);
(b) to the location set out in the Supplier Letter or Purchase Order or Schedule Agreement or Statement Of Works, or as instructed by CEE prior to delivery (Delivery Location);
(c) during CEE’s normal business hours, or if different, as instructed by CEE

5.3 The Supplier will notify CEE in writing on the date of despatch of the Goods (or as applicable, each instalment thereof).
5.4 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
5.5 The Supplier shall not deliver the Goods in instalments without CEE’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 CEE to the remedies set out in clause 6.
5.6 The Supplier shall be responsible for complying with any legislation and regulations governing the import of the Goods into the United Kingdom (or other agreed delivery destination) and for the payment (unless agreed otherwise by CEE in writing) of any duties on the Goods.
5.7 Order placement, forecast and returns are determined and set out in the Supplier Letter or Purchase Order or Schedule Agreement or Statement Of Works.
5.8 Title in all Goods shall pass to CEE on CEE accepting delivery, except that title in the Goods and (any part of them) passes to CEE upon payment if such payment is made before delivery or if the Supplier allocates specific Goods to a Purchase Order or Schedule Agreement prior to shipment. Where title in any Goods passes to CEE before delivery, the Supplier must keep all such Goods separate from its other stock and clearly marked as “Property of CEE”, maintain the Goods in a satisfactory condition insured on CEE’s behalf for their full price against all risks,
5.9 Time is of the essence with regard to all dates and time periods set forth, or referred to, in all Contracts (including these Conditions and/or Supplier Letter (if any) and/or Purchase Orders (if any) and/or Schedule Agreements (if any) and/or Statement Of Works(if any)).

6 CEE’s Remedies for failure to Deliver Goods/and or Services

6.1 If the Goods and/or Services are not delivered on the Delivery Date in accordance with clause 4 or 5 (as applicable), and/or do not comply with the undertakings set out in clause 4, and/or if the Supplier fails to perform the Services in accordance with the Contract and/or the Goods are not delivered to the Delivery Location (in each case an “Instance of Breach”) then, provided that:

6.1.1 there have been at least 3 or more separate Instances of Breach in any 12 month period (whether or not remedied in accordance with anything in clause 6.1.2 and/or clause 6.1.3); or
6.1.2 in respect of any one Instance of Breach, but subject to any notice under clause 6.1.3 stipulating alternative remedial action, the Supplier has failed to remedy that breach within 10 Business Days of being notified in writing by CEE to remedy the breach; or
6.1.3 in respect of any one Instance of Breach, the Supplier has failed to comply (in all respects) with the remedial action set out in CEE’s written notice of remedial action to the Supplier and in accordance with the time frame(s) stated in it;
CEE shall, without limiting any of its other rights or remedies, have the right to any one or more of the following remedies, whether or not it has accepted the Goods and/or Services:

(a) to terminate the Contract with immediate effect by giving notice to the Supplier;
(b) to reject the Goods (in whole or in part) whether or not title has passed and return them to the Supplier at the Supplier’s own risk and expense;
(c) to require the Supplier to repair or replace the rejected Goods at the Supplier’s full cost (including travel and other expenses), or to provide a full refund of the price of the rejected Goods (if paid);
(d) to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services [(if paid)];
(e) to refuse to accept any subsequent delivery of the Goods or performance of the Services which the Supplier attempts to make;
(f) to appoint a third party and to recover from the Supplier any costs incurred by CEE in obtaining substitute Goods and/or Services from a third party;
(g) where the Goods have been delivered to the wrong location, to recover from the Supplier any costs incurred by CEE in delivering them to the Delivery Location;
(h) where CEE has paid in advance for Services that have not been provided by the Supplier and/or Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier; and
(i) to claim damages for any other costs, loss or expenses incurred by CEE which are in any way attributable to the Supplier’s failure to carry out its obligations in relation to each Instance of Breach.

6.2 Without prejudice to any other provision of these Conditions and provided that CEE has given notice to the supplier that it has failed to supply the Services and/or Goods by the relevant Delivery Date for the whole or relevant section of Services and/or Goods then CEE may not later than 5 days before the final date for payment of any amount due under the Contract give notice to the Supplier that for the period between the relevant Delivery Date and the date of actual completion/delivery of the Goods and/or Services (or relevant part thereof) CEE

(a) requires the Supplier to pay liquidated damages at the rate stated in the Statement Of Works in which eve CEE may recover the same as a debt; and/or
(b) will withhold or deduct liquidated damages at the rate stated in the Statement Of Works from sums due to the Supplier.

6.3 If the Supplier:

(a) delivers less than 95% of the quantity of Goods specified in the Supplier Letter or Purchase Order or Schedule Agreement or Statement of Works and has failed to remedy the situation within 10 Business Days, CEE may at its discretion reject and return the delivered Goods; or
(b) delivers more than 10% of the quantity of Goods specified in the Supplier Letter or Purchase Order or Schedule Agreement or Statement of Works, CEE may at its discretion reject and return the excess delivered Goods,
and any returned Goods shall be returned at the Supplier’s risk and expense. The Supplier shall immediately refund the price paid by CEE for any Goods which are rejected under this clause 6.2. If the Supplier delivers more or less than the quantity of Goods specified in the Supplier Letter or Purchase Order or Schedule Agreement or Statement of Works, and CEE accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

6.4 None of CEE’s rights under clauses 6.1 and 6.2 shall lapse or be deemed to have been waived as a result of any delay by CEE in exercising such rights or, in respect of late delivery, because the Supplier is given further time to deliver. For the avoidance of doubt, where there is more than one Delivery Date because the Goods are being delivered in instalments, the failure by the Supplier to deliver one instalment on time or at all or any defect in an instalment shall entitle CEE to exercise its rights under this clause 6 in respect of all instalments
6.5 No signature obtained from CEE on delivery of any Goods shall be any evidence as to the quality, quantity or condition of the Goods delivered and nor shall it constitute any waiver by CEE of any rights of CEE under the Contract.
6.6 These Conditions shall apply to any repaired or replacement Goods and/or any substituted or remedial Services supplied by the Supplier.
6.7 CEE’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
6.8 Notwithstanding any other provision of these Conditions either party may refer a dispute arising under any Contract to adjudication at any time under Part I of the Scheme for Construction Contracts (England and Wales) Regulations, which Part shall take effect as if it was incorporated into this clause. The adjudicator shall be appointed by the Royal Institute of Chartered Surveyors (RICS).

7 Price and Payment of Good and Services by Supplier

7.1 The price of the Goods shall be the price set out in the Supplier Letter or Purchase Order or Schedule Agreement, or Statement Of Works or, if no price is quoted, the last price notified in writing to CEE by the Supplier.
7.2 The charges for the Services shall be set out in the Supplier Letter or Purchase Order or Schedule Agreement or Statement of Works and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by CEE, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
7.3 In respect of Contracts for the supply of Goods and/or Services (not being Short Contracts or 45 Day Contracts), the Supplier shall invoice CEE on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice CEE on completion of the Services. If the Goods are received in advance of the Delivery Date, payment terms will commence from the original Delivery Date not the date of receipt. In consideration of the supply of Goods and/or Services by the Supplier, CEE shall pay the invoiced amounts to a bank account nominated in writing by the Supplier within 30 days of the end of the month in which CEE receives an invoice correctly rendered in respect of such Goods and/or Services, or to the payments terms specified in the Supplier Letter or Purchase Order or Schedule Agreement or Statement of Works, if different to 30 days of the end of the month.
7.4 In respect of Short Contracts and 45 Day Contracts, the following payment terms shall apply:

7.4.1 For Short Contracts, the Supplier may raise an invoice following the date of delivery of all of the Goods and completion of the Services to CEE’s entire satisfaction and payment shall become due on the later of

7.4.1.1 the date of delivery of all of the Goods and completion of the Services to CEE’s entire satisfaction and CEE having issued an Acceptance of Work to that effect (subject to any exceptions or defects stated in that Acceptance of Work); and
7.4.1.2 the date when CEE receives an invoice.

7.4.2 For 45 Day Contracts, following completion of the relevant stage as set out in the Supplier Letter or Purchase Order orSchedule Agreement or Statement of Works (as applicable) the Supplier may raise an invoice in respect of the Goods and Services supplied in respect of that stage. The due date for payment in each case shall be the later of:

7.4.2.1 the date of completion of the relevant stage to CEE’s entire satisfaction and CEE having issued an Acceptance of Work to that effect (subject to any exceptions or defects stated in that Acceptance of Work); and
7.4.2.2 the date when CEE receives an invoice,

7.5 Each invoice shall specify the sum that the Supplier considers to be due at the due date and the basis upon which that sum is calculated. Each invoice shall also include such supporting information required by CEE to verify the accuracy of the invoice, including but not limited to the relevant number of the Purchase Order. Value Added Tax and any other sales tax, where applicable, shall be shown separately on all invoices as a strictly net extra charge, at the rate ruling at the date of invoice.
7.6 In respect of Short Contracts and 45 Day Contracts:

7.6.1 CEE shall give notice to the Supplier specifying the amount (if any) which CEE considers to have been due at any payment due date and the basis on which that amount was calculated not later than five (5) days after the date on which any payment becomes due from CEE or would have become due if the Supplier had carried out its obligations pursuant to the Contract and no set off or abatement was permitted by reference to any sum claimed to be due under one or more other contracts.
7.6.2 Subject to clause 7.6.4 and unless CEE has served a notice under clause 7.6.3, CEE shall pay to the Supplier the sum referred to in the notice given by CEE under clause 7.6.1 (or, if CEE has not served notice under clause 7.6.1 the sum referred to in the relevant invoices issued by the Supplier in accordance with clause 7.4) (in this clause 7.6, the ‘Notified Sum’) on or before the final date for payment of each payment in accordance with clause 7.6.5.
7.6.3 Not later than one day before any final date for payment (the ‘Prescribed Period’), CEE may give the Supplier notice (a ‘Pay Less Notice’) that it intends to pay less than the Notified Sum. Any Pay Less Notice shall specify:

7.6.3.1 the sum that CEE considers to be due on the date the notice is served; and
7.6.3.2 the basis on which that sum is calculated.

7.6.4 Notwithstanding any other provision of the Contract, if the Supplier becomes Insolvent after the Prescribed Period, CEE shall not be required to pay the Supplier the Notified Sum on or before the final date for payment in accordance with clause 7.6.5.
7.6.5 In consideration of the supply of Goods and/or Services, CEE shall pay the invoiced amounts to a bank account nominated in writing by the Supplier within 30 days of the end of the month (or, if different, within the period specified in the Supplier Letter or Purchase Order or Schedule Agreement or Statement of Works, as applicable) in which the relevant payment becomes due in accordance with clause 7.4 provided always that CEE receives an invoice correctly rendered in accordance with the Contract in respect of such Goods and/or Services.
7.6.6 In respect of 45 Day Contracts, CEE shall be entitled to recover from the Supplier any overpayments made at any time. All stage payments made to the Supplier shall be payments on account only of sums due under the Contract.
7.6.7 Not withstanding anything to the contrary elsewhere in the Contract if CEE’s customer or any other third party upon whom either CEE’s customer or CEE is dependant (directly or indirectly) for payment is Insolvent, CEE shall not be obliged to make any further payment to the Supplier of any amount which is due or may become due to the Supplier unless CEE has received payment in respect thereof from CEE’s customer or such third party and then only to the extent of such receipt.

7.7 CEE may withhold the Retention from each amount otherwise due to the Supplier prior to all defects notified during the warranty period referred to in clause 14.1 having been rectified and CEE having issued an Acceptance of Work confirming all defects and/or faults have been rectified. 7.8 Without prejudice to clause 7.7 CEE may retain the Retention until the Supplier invoices for it.
7.9 The Supplier will send a monthly statement of account by the 10th day of the following month or such other date as has been mutually agreed between CEE and the Supplier, quoting the invoice numbers applicable to each item.
7.10 All payments will be made without prejudice to CEE’s rights under the Contract including, without limitation, in respect of any breach by the Supplier of its obligations under the Contract.
7.11 The price of the Goods includes the costs of packaging for the Goods and transport to the agreed Delivery Location. No extra charges shall be effective unless agreed in writing and signed by CEE.
7.12 CEE shall, on receipt of a valid VAT or sales tax invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or the Services.
7.13 CEE 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 or any other arrangement between the parties.

8 Variations

8.1 An amendment or variation to the Contract is not effective unless it is in writing and signed by the parties.
8.2 The Supplier shall not alter any of the Goods which are the subject of any Supplier Letter or Purchase Order or Schedule Agreement or Statement of Works, except as directed in writing by CEE, but CEE shall have the right, from time to time during the period of the Contract, by notice in writing to the Supplier, to add or to omit, or otherwise vary, the Goods which are the subject of any Supplier Letter or Purchase Order or Schedule Agreement or Statement Of Works, and the Supplier shall carry out such variations and be bound by the same conditions, so far as is applicable, as though the said variations were stated in the original Supplier Letter or Purchase Order or Schedule Agreement or Statement Of Works.
8.3 Where the Supplier receives any such direction from CEE which would require an amendment to the Service price, the Supplier shall, with all reasonable speed, advise CEE in writing to that effect giving details of the change to the Service price (if any). CEE may, in its discretion, accept in writing such amendment. If CEE does not so accept such amendment, the Contract for the Service shall continue un-amended.
8.4 If, in the reasonable opinion of the Supplier, any such direction will prevent the Supplier from fulfilling any of its obligations under the Contract it shall so notify CEE and CEE shall decide whether or not the same shall be carried out and shall confirm its instructions in writing and modify the said obligations to such an extent as may be justified. Until CEE so confirms its instructions they shall be deemed not to have been given.

9 Intellectual Property

9.1 The Supplier represents and warrants that:

(a) No claim or proceedings have been made or threatened, either directly against the Supplier or against any customer or other third party, alleging that the Goods or their Use (or use), sale, distribution or other commercial exploitation infringes the Intellectual Property Rights or other rights of any third party;
(b) The Supplier is not aware, having made all careful and reasonable enquiries both internally and externally, of any facts or circumstances which might indicate or give rise to the possibility that the Goods or their Use (or use) by the Supplier or any third party including CEE as contemplated by the parties may infringe the Intellectual Property Rights of any third party;
(c) The supply of the Goods or their Use (or use) by CEE, its direct and indirect distributors, agents, retailers and other customers and end users (each an Indemnified Person) will not infringe any Intellectual Property Rights belonging to any third party nor will CEE be liable to any claim for payment of any licence, royalty or other fee related to or in respect of the Use (or use) of the Goods;
(d) In respect of the Goods and any Goods that are transferred to CEE as part of the Services under the Contract, including without limitation the Deliverables or any part of them, 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 CEE, it will have full and unrestricted rights to sell and transfer all such items to CEE.

9.2 The Supplier shall obtain waivers of all moral rights in respect of all Intellectual Property Rights in the Goods and/or Products and any goods that are transferred to CEE as part of the Services including without limitation, the Deliverables, to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
9.3 The Supplier shall, promptly at CEE’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as CEE may from time to time require for the purpose of securing for CEE the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned or granted to CEE.

10 Specifications and Software

Any and all specifications general assembly drawing, Software and bills of material 2D and 3D drawings of all parts and product are to be made available upon request.

11 CEE Materials and Tooling

The Supplier acknowledges that all materials, equipment and Tooling, drawings, patterns, Specifications, CEE Software, and data supplied by CEE to the Supplier (CEE Materials) and all rights in CEE Materials are and shall remain the exclusive property of CEE. The Supplier shall use CEE Materials solely for the performance of its obligations under the Contract, keep CEE Materials in safe custody at its own risk, maintain them in good condition until returned to CEE, clearly mark them as the property of CEE, not dispose or use the same other than in accordance with CEE’s written instructions or authorisation and deliver them up to CEE on demand.
The Supplier will supply to CEE at the start of any project and annually thereafter until the Tooling are either returned to CEE or disposed of with CEE’s consent, a list of all Tooling purchased by, or for CEE including value, location, remaining life expectancy and supplier of the Tooling.

12 Hazardous Goods

12.1 Hazardous Goods shall be marked by the Supplier with the appropriate danger symbol(s) and display the name of the material in English. Transport and other documents must include declaration of the hazard and the name of the material in English. Goods must be accompanied by emergency information in English in the form of written instructions, data sheets, labels or markings. The Supplier shall comply with all the current UK requirements relating to the packing, labelling and carriage of hazardous Goods.
12.2 All information, including health & safety data, held by, or reasonably available to the Supplier regarding any potential hazards known or believed to exist in the transport, handling or use of the Goods supplied shall be promptly communicated to CEE and supplied with the Goods.
12.3 The Supplier shall not specify or use anything in the Goods and/or Services, which, at the time of specification or use, is Deleterious.
12.4 Without prejudice to clause 12.3, the Supplier shall not suffer or permit the use in the Goods and/or Services of anything, which, at the time of use, is Deleterious. The Supplier shall immediately notify CEE if it becomes aware of any such use.

13 Packages

13.1 Where CEE chooses to return Packages to the Supplier it shall return such Packages (consigned ‘free carrier’ unless otherwise agreed) to the Supplier’s supplying works or depot indicated by the Supplier. The Supplier shall credit CEE for the cost of such Packages.
13.2 Where Goods are delivered by the Supplier’s transport, the same vehicle may return available empty Packages.
13.3 Where Goods are delivered by container these will be emptied and returned to the Supplier.

14 Product Warranty and Defects

14.1 The Supplier shall at his own cost and at a time specified by CEE repair, replace and make good all Goods (to the Specification) and/or Services which are or become defective or faulty or otherwise are not in accordance with the Contract during the period of 12 months from putting into service or 18 months from delivery, whichever shall be the longer. Repairs and replacements shall themselves be subject to the terms of this Contract for a period of 12 months from the date of delivery, reinstallation or passing of tests (if any) whichever is appropriate after repair or replacement. Once the Supplier considers that all defects have been repaired, replaced or made good the Supplier must request a CEE project manager to inspect the work in order to perform the process set out in clauses 4.12 and 4.13 above (but without exceptions unless expressly agreed between CEE, the Supplier and CEE’s client). Should the CEE project manager decide that an Acceptance of Work cannot be issued in relation to the defects the process set out in this paragraph shall be repeated as many times as necessary should there be any defects remaining within the works and subject always to CEE’s rights contained in the Conditions, including but not limited to CEE’s right to engage others to put right such defects and faults.
14.2 Notwithstanding any other provision of this Contract following the issue of a direction by CEE requiring the making good of any defects, shrinkages and other faults in the Goods and/or Services or in any part of them due to materials, goods and workmanship not in accordance with this Contract, the Supplier shall rectify any such defects, shrinkages and other faults notified therein within the following periods and in any event within fifteen (15) Business Days:

(c) where CEE states in any instruction that, in his opinion, any such defect shrinkage or other fault represents a breach of security or a health and safety risk, the Supplier shall make safe within two (2) hours and rectify within forty eight (48 hours) of receipt of CEE’s instruction (verbal or written); and/or
(d) where CEE states in any instruction that, in his opinion, any such defect shrinkage or other fault is likely to cause discomfort or loss of amenity for CEE or CEE’s customers or could, if ignored, represent a breach of security or a health and safety risk, the Supplier shall rectify within three (3) Business Days of receipt of CEE’s instruction (verbal or written).

14.3 The Supplier will be liable for all costs incurred by CEE or any other party contracted by it for any additional work and/or remedial work consequential upon any defects, shrinkages and/or other faults arising from the Goods and/or Services.
14.4 If in the sole opinion of CEE the Supplier is likely to fail and/or is failing to perform his obligations under the Contract (whether in relation to defects or any other obligation of the Supplier under the Contract) CEE shall have the option of either:

(e) supplementing the resources of the Supplier; and/or,
(f) accelerating the Goods and/or Services by the by the employment of others; and/or,
(g) omitting Goods and/or Services from the Contract, and recovering all costs in so doing from the Supplier. In the operation of this clause the Supplier shall remain entirely liable for the performance of the Contract and CEE shall not accept any liability for any action or lack of action taken to address any failing of the Supplier to adequately perform his obligations.

14.5 Compliance in respect of defects or other faults notified to the Supplier shall not limit the Supplier’s other obligations under clause 14.1 or any other provision of this Contract and the provisions of this clause 14 are without prejudice to any other rights or remedies CEE may have.

15 Indemnity and Insurance

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

(a) any claim made against any Indemnified Person by a third party for death, personal injury or damage to property arising out of, or in connection with, manufacturing 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;
(b) any claim made against any Indemnified Person by a third party arising out of, or in connection with, the supply of the Goods or Services, 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; and
(c) any claim made against any Indemnified Person 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 the receipt, use or supply of the Services.

15.2 It is expressly agreed that the indemnity in this clause 15 is given for the benefit of and may be directly enforced by any Indemnified Person against the Supplier.
15.3 For the duration of the Contract and for a period of 6 years thereafter, the Supplier shall maintain in force professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on CEE’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
15.4 The level of insurance cover required shall be set out in the Supplier Letter, Purchase Order, Schedule Agreement or Statement of Works and shall be for any one occurrence or series of occurrences arising out of any one event. Where the level of cover is not stated in Supplier Letter, Purchase Order, Schedule Agreement or Statement of Works such amount shall be Ten Million Pounds (10,000,000.00) for any one occurrence or series of occurrences arising out of any one event. The Supplier shall maintain such insurances:

(h) with reputable insurers lawfully carrying on insurance business in the UK;
(i) on customary and usual terms and conditions prevailing for the time being in the insurance market; and
(j) on terms that:
(k) do not require the Supplier to discharge any liability before being entitled to recover from the insurers; and
(l) would not adversely affect the rights of any person to recover from the insurers under the Third Parties (Rights Against Insurers) Act 2010.

15.5 Any increased or additional premium required by insurers because of the Supplier’s claims record or other acts, omissions, matters or things particular to the Supplier shall be deemed to be within commercially reasonable rates.
15.6 The Supplier shall immediately inform CEE if any of the Supplier’s required insurances cease to be available at commercially reasonable rates, so that the Supplier and CEE can discuss how best to protect the respective positions of CEE and the Supplier regarding the Goods and/or Services, without that insurance.
15.7 The Supplier shall fully co-operate with any measures reasonably required by CEE, including:

(m) completing any proposals for insurance and associated documents; or
(n) maintaining insurance at rates above commercially reasonable rates, if CEE reimburses the Supplier the net cost of that insurance above commercially reasonable rates.

15.8 This clause 15 shall survive termination of the Contract.

16 Conduct of Third Party Claims

16.1 In the event of the institution, or threat, of any claim, suit or proceeding (a Claim) against CEE arising out of Supplier’s supply of Goods and/or Services, CEE shall promptly notify the Supplier of such Claim.
16.2 On the condition that the Claim is not solely and directly attributable to an act or omission of CEE (in which case CEE shall be responsible for defending itself from all reasonable costs and expenses properly incurred by CEE as a result of defending such Claim), the Supplier may, at its own expense and option, but subject to the prior written consent of CEE, defend or to settle any such Claim brought against CEE. Provided that the Supplier expeditiously defends any such Claim, the Supplier shall have sole control of any such action or settlement negotiations. Without prejudice to the scope of any indemnification obligation provided under any other clause in the Contract which obligation shall not be limited by this clause, the Supplier agrees to pay any final judgment entered against CEE. Where the parties agree in writing to jointly defend the Claim, then the costs and expenses, and any settlement or award shall be apportioned in the percentage agreed between the parties in writing.
16.3 On the issue of such Claim, and any settlement payment as a result of such negotiation conducted by or otherwise approved by the Supplier, in any such Claim defended by the Supplier, CEE agrees that it shall provide reasonable assistance to the Supplier (at the Supplier’s cost and expense) in order to settle and/or defend any such Claim.

17 Obligations of party receiving Confidential Information

17.1 The Supplier must:

17.1.1 take all reasonable steps and do all things necessary and/or that may be reasonably required by CEE to maintain the confidentiality of:

17.1.1.1 the Contract;
17.1.1.2 all technical or commercial know-how;
17.1.1.3 specifications, Product Briefs, inventions, processes or initiatives which are disclosed to it by CEE, its employees, agents or subcontractors; and
17.1.1.4 any other confidential information concerning CEE’s business, its products or its services which the Supplier may obtain together the Confidential Information.

17.1.2 The Supplier may 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 Supplier’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors shall keep such Confidential Information confidential.
17.1.3 Clause 17 shall survive termination of the Contract. The Supplier must not quote or supply parts made to CEE’s specification, design or drawing to any third party without CEE’s prior consent in writing.
17.1.4 Upon the:

17.1.4.1 completion of the delivery of the Goods and/or Services;
17.1.4.2 termination of this Contract; or
17.1.4.3 reasonable request at any time by the Supplier to do so;
deliver up to CEE, or at the option of CEE destroy, all Confidential Information in all forms and media, including without limitation, all documents, notes, reports, memoranda, materials, software, discs and all other media, articles or things, recording, containing, setting out or referring to any Confidential Information in the possession, custody or control of the Supplier or any other person.

17.1.5 Any and all models or product from development and any pre- production runs retained by the Supplier for development testing should be accounted for and records maintained of their location and accountability. Upon completion of the required tests the products and models should be either returned to CEE for destruction or destroyed by the Supplier with supporting evidence.

18 Termination

18.1 Without limiting its other rights or remedies (including without limitation the rights and remedies in clause 6), CEE may terminate the Contract with immediate effect by giving written notice to the Supplier if:

(a) the Supplier commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 60 days of receipt of notice in writing of the breach;
(b) 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 the Insolvency Act or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, or (being a partnership) has any partner to whom any of the foregoing apply;
(c) 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 other than (where a company) 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;
(d) 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 (being a company) 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;
(e) the Supplier (being an individual) is the subject of a bankruptcy petition order;
(f) 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; (g) 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 (being a company);
(h) a floating charge holder over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier; (j) 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;
(k) the Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or (l) the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

18.2 Without limiting its other rights or remedies, CEE may terminate the Contract:

(a) in respect of the supply of Services, by giving the Supplier 1 month’s written notice; and
(b) in respect of the supply of Goods, with immediate effect by giving written notice to the Supplier, in which case CEE shall pay the Supplier fair and reasonable compensation for any work in progress on any other Goods at the date of termination but such compensation shall not include loss of anticipated profits or any consequential loss.

18.3 In any of the circumstances in these Conditions in which CEE may terminate the Contract, where both Goods and Services are supplied, CEE may instead terminate part of the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.
18.4 On termination of the Contract or any part of it for any reason:

(a) where the Services are terminated, the Supplier shall immediately deliver to CEE all Deliverables, whether or not then complete, and return all CEE Materials and any Tooling. If the Supplier fails to do so, then CEE may without limiting its other rights or remedies enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe-keeping and will not use them for any purpose not connected with the Contract; and
(b) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

18.5 On termination of the Contract for any reason other than a termination under clause 6.1 or clause 18.1 and provided that the Supplier is not otherwise at fault, CEE may, by way of agreement with the Supplier in writing (but without prejudice to any of CEE’s rights in clause 18.4 and without duplication of any right of the Supplier under clause18.2 (b), purchase any materials from the Supplier which the Supplier purchased in good faith in anticipation of its obligations under the Contract and not otherwise used in the production of, or incorporated into, any of the Goods already delivered to CEE and/or any of the Goods which CEE are entitled to have delivered to it.
18.6 If so required by CEE the Supplier shall within 14 days of the date of termination, assign to CEE, without charge, the benefit of any agreement for the supply of Services or Goods for the purposes of the Contract.
18.7 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

19 Anti-bribery Compliance

19.1 The Supplier shall:

(a) 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 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) promptly report to CEE any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract;
(d) immediately notify CEE in writing if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier and the Supplier warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of formation of the Contract;
(e) within one month of the date of formation of the Contract, and, if requested by CEE thereafter, certify to CEE in writing signed by an officer of the Supplier, compliance with this clause by the Supplier and all persons associated with it under clause 19.2. The Supplier shall provide such supporting evidence of compliance as CEE may reasonably request.

19.2 The Supplier shall ensure that any person associated with the Supplier (including any subcontractor) who is performing services or providing goods in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause (Relevant Terms). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to CEE for any breach by such persons of any of the Relevant Terms.
19.3 Breach of this clause shall be deemed a material breach of the Contract for the purposes of clause 18 (Termination).
19.4 For the purpose of this clause, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

20 Assignment and Subcontracting by the Supplier

20.1 CEE may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
20.2 The Supplier may not assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract without CEE’s prior written consent. The restriction contained in this clause shall not apply to Supplier Letters or Purchase Orders or Schedule Agreements or Statement of Works for materials, for minor details, for any part for which the makers are named in the Contract or where the parties have agreed in writing that it should not apply. The Supplier shall be liable for all Goods and/or Services supplied by all subcontractors as if the Supplier itself supplied them. If CEE consents to subcontracting by the Supplier, the Supplier shall, if requested by CEE, provide such information as CEE may require to satisfy CEE that appropriate orders have been placed with sub-suppliers to fulfil the Supplier Letter or Purchase Order or Schedule Agreement or Statement of Works.

21 Force Majeure

Neither party shall be liable to the other for any delay or failure in performing its obligations under the Contract to the extent that such delay or failure is caused by Force Majeure, provided that the Supplier shall use all reasonable endeavours to cure any such Force Majeure and resume performance under the Contract as soon as possible. If any Force Majeure event or circumstance including any Act of God, pandemic, epidemic, decision of any government or regulatory authority, public health, economic or political event prevents the Supplier from carrying out its obligations under the Contract for a continuous period of more than 30 Business Days, CEE may terminate the Contract immediately by giving written notice to the Supplier.

22 Relationship between the Parties

22.1 The relationship of CEE and the Supplier will be that of independent contractor and nothing in this Contract shall render the Supplier an employee, worker, agent or partner of CEE and the Supplier shall not hold itself out as such.
22.2 The Supplier shall be fully responsible for and shall indemnify CEE for and in respect of the following:

22.2.1 any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services, where such recovery is not prohibited by law. The Supplier shall further indemnify CEE against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by CEE in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;
22.2.2 any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by any individual against CEE arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of CEE.

23 Data protection

23.1 For the purposes of this clause 23, Data Protection Legislation means the EU General Data Protection (Regulation (EU) 2016/679) and the Data Protection Act 2018; together with all other applicable legislation relating to privacy or data protection and including any statute or statutory provision which amends, extends, consolidates, replaces or supersedes the same following exit by the United Kingdom from the European Union.
23.2 Both parties will comply with all applicable requirements of the Data Protection Legislation in relation to the provision of the Goods and/or the Services. This clause 23 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
23.3 The parties acknowledge that for the purposes of the Data Protection Legislation, CEE is the controller and the Supplier is the processor.
23.4 Without prejudice to the generality of clause 23.2, CEE will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
23.5 Without prejudice to the generality of clause 23.2, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:

23.5.1 process that personal data only on the documented written instructions of CEE unless the Supplier is required by any applicable law to otherwise process that personal data. Where the Supplier is relying on any applicable law as the basis for processing personal data, the Supplier shall promptly notify CEE of this before performing the processing required by the applicable law unless those applicable laws prohibit the Supplier from so notifying CEE;
23.5.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by CEE, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
23.5.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
23.5.4 not transfer any personal data outside of the European Economic Area whilst the UK remains in the EU unless the prior written consent of CEE has been obtained and the following conditions are fulfilled:

23.5.4.1 CEE or the Supplier has provided appropriate safeguards in relation to the transfer;
23.5.4.2 the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
23.5.4.3 the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
23.5.4.4 the Supplier complies with reasonable instructions notified to it in advance by CEE with respect to the processing of the personal data;

23.5.5 If the UK is no longer in the EU, not transfer any personal data outside the UK unless the prior written consent of CEE has been obtained and the Supplier complies with the UK GDPR (as defined in the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419)).

23.6 assist CEE in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; 23.7 notify CEE without undue delay on becoming aware of a personal data breach;
23.8 at the written direction of CEE, delete or return personal data and copies thereof to CEE on termination of the Contract unless required by any applicable law to store the personal data; and
23.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 23 and allow for audits by CEE or CEE’s designated auditor and immediately inform CEE if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
23.10 CEE does not consent to the Supplier appointing any third party processor of personal data under the Contract.
23.11 Either party may, at any time on not less than 30 days’ notice, revise this clause 23 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

24 General

24.1 Notices.

24.1.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

24.1.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
24.1.1.2 sent by email to the address specified in [SPECIFY RELEVANT DOCUMENT OR CLAUSE]].]

24.1.2 Any notice or communication shall be deemed to have been received:

24.1.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and 24.1.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
24.1.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 24.1.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
24.1.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24.2 Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause 24.2 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
24.3 Waiver
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract 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. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
24.4 Entire agreement.
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.
24.5 Third party rights.

24.5.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
24.5.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

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