Terms and Conditions
TERMS AND CONDITIONS OF PURCHASE
1.1 Definitions. In these Conditions, the following definitions apply:
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
Code of Practice
the Customer’s code of practice updated from time to time covering, inter alia, technical, materials and packaging; §
the terms and conditions set out in this document as amended from time to time in accordance with clause 16.6;
the contract between the Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions and the Order;
Accrol Papers Ltd registered in England and Wales with company number 03639930 or any member of its Group;
the purchase of goods (or any part of them) of any description including, plant, machinery, equipment, vehicles, materials, ingredients and packaging materials (whether raw or partially or wholly manufactured), or as described in the Order;
in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company;
the Customer’s order for the Goods, as set out in the Customer’s purchase order form, or the Customer’s written acceptance of the Supplier’s quotation, as the case may be;
any specification for the Goods, that is agreed in writing by the Customer and the Supplier;
the person or firm from whom the Customer purchases the Goods, set out in the Contract.
1.2 The Contract shall come into existence on the earlier of:
(a) the Supplier issuing a written acceptance of the Order;
(b) the Supplier doing any act consistent with fulfilling the Order; and
(c) the expiry of 3 (three) days from the date of the Order.
2. The warranty of goods
2.1 The Supplier warrants that the Goods shall:
(a) correspond with their description and any applicable Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;
(c) where they are manufactured products, be free from defects in design, material and workmanship and remain so for 12 months after Delivery unless a shorter period is agreed between the parties in writing; and
(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
2.2 The Supplier warrants that:
(a) in the production, supply and distribution of the Goods and the provision of information relating thereto it will comply with the duties imposed on it by applicable law;
(b) where applicable, the Goods shall conform to all applicable laws and regulations including, the Consumer Protection Act 1987, the Trade Descriptions Act 1968 and the Consumer Protection from Unfair Trading Regulations 2008 and any regulations made thereunder from time to time so far as they are applicable to the Goods including labelling, storage and packaging regulations and any applicable laws in any country to which the Goods are to be exported as specified in the Order;
(c) it will perform the Contract such that no liability is incurred by the Customer under any applicable law;
(d) there will be no cross-contamination of the Goods by any ingredients which are not set out in the Specifications and, in particular, the Goods shall not contain any ingredients or substances which are not set out in the Specification which are known to cause or may cause allergic reactions in humans or which are specified by any relevant applicable law as being required on the packaging of the Goods. The Supplier shall immediately notify the Customer if any of the foregoing should occur or it has reasonable grounds to suspect that the same has occurred; and
(e) all Goods supplied including printing inks, shall be free from grease, odour, poisonous and any toxic and/or injurious substances and suitable in every respect for food packaging.
2.3 All work and Services performed by the Supplier shall be in accordance with best practice including any codes of practice, ethical trading initiatives or other industry requirements whether or not notified to the Supplier by the Customer and shall pass such inspection(s) as may be required by the Customer, its customers or their agents or any Government department concerned.
2.4 The Supplier warrants that it shall provide the Services:
(a) using reasonable care and skill;
(b) using appropriately qualified, skilled and experienced personnel; and
(c) strictly in accordance with any drawings, Specifications, standards and stipulations contained in or annexed to the Order or otherwise provided or made known to the Supplier in writing at the time the Order is placed.
2.5 The Supplier further warrants its expertise and confirms the accuracy of all statements and representations made in respect of the Goods and/or Services prior to the Contract arising.
2.6 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.
2.7 The Customer shall have the right to inspect and test the Goods at any time before or after delivery.
2.8 If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier’s undertakings at clause 2.1, or they fail to meet the requirements under these Conditions and the Contact, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
2.9 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 the Customer shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
2.10 The Customer may reject the Goods following an inspection or testing, if, at its sole discretion, the Customer considers remedial action to be inappropriate in the circumstances.
2.11 The Customer shall not be deemed to have accepted the Goods until it has had a reasonable time to inspect the Goods following delivery, or if later, a reasonable time after any latent defect has become apparent.
3.1 The Supplier shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(c) if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
3.2 The Supplier shall deliver the Goods:
(a) on the date specified in the Order, or, after such date as agreed between the parties (Delivery Date);
(b) to the Customer’s premises as specified in the Contract or such other location as is set out in the Order, or as instructed by the Customer prior to delivery (Delivery Location); and
(c) during the Customer’s normal business hours, or as instructed by the Customer.
3.3 Goods shall (unless otherwise directed by the Customer) be delivered by the Supplier, carriage paid at the Supplier’s expense.
3.4 The Supplier shall, prior to delivery of the Goods provide adequate information and instructions as to the transport, handling or use for which the Goods were designed including all information about any potential hazard believed to exist including COSHH documents and such other similar documentation which relate to the Goods.
3.5 Subject to clause 2, delivery of the Goods shall be completed on the completion of unloading (or, where applicable, installing) the Goods at the Delivery Location and when the Goods have been accepted by a duly authorised employee or agent who signs the consignment note to that effect.
3.6 If the Supplier:
(a) delivers less than 95% of the quantity of Goods ordered, the Customer may reject the Goods; or
(b) delivers more than 105% of the quantity of Goods ordered, the Customer may at its discretion reject the Goods or the excess Goods,
and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
3.7 The Supplier shall not deliver the Goods in instalments without the Customer’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 the Customer to the remedies set out in clause 4.
3.8 In the event that Goods are delivered before the date specified in the Order then the Customer shall be entitled at its sole discretion to either:
(a) refuse to take delivery of the Goods in which case the Supplier shall store the Goods free of charge until such time as the Customer shall notify the Supplier that it is able to accept delivery; or
(b) charge the Supplier for insurance and storage of the Goods until the delivery date specified in the Order.
3.9 If the Order specifies that a certain carrier is to be used such carrier shall be deemed to be an agent of the Supplier and not of the Customer.
3.10 The Supplier will label all Goods in accordance with any statutory or other legal labelling requirements and regulations including all information necessary or desirable for the proper and safe administration, storage and identification of all deliveries of the Goods. The Supplier shall also comply with all specific instructions given by the Customer in relation to labelling from time to time. A Specification will be issued by the Customer on request. In any event all packages, including postal, must be clearly marked with Customer order number, details of quantity and description of Goods and stock number (where applicable) and the Supplier’s name.
4.1 If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 2.1, then, without limiting any of its other rights or remedies, the Customer shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods:
(a) to terminate the Contract;
(b) to reject the Goods (in whole or in part) 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, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(e) to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and
(f) to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
4.2 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
4.3 The Customer’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
5. Title and risk
5.1 Risk in the Goods shall pass to the Customer on completion of delivery.
5.2 The Supplier shall be responsible for transport and unloading costs and insurance of Goods to their full value against all risks of damage or loss prior to completion of delivery by whomsoever effected.
5.3 Ownership of the Goods shall pass to the Customer on the earlier of:
(a) payment being made for the Goods; and
(b) delivery of the Goods in accordance with clause 3
5.4 All tools, equipment and materials of the Supplier required in the performance of the Supplier’s obligations under the Contract shall be and remain at the sole risk of the Supplier whether or not they are on the Customer’s premises or elsewhere pursuant to the Order.
6. Price and payment
6.1 The price of the Goods shall be the price set out in the Contract unless otherwise agreed in writing. The Supplier may not increase the price without express written consent of the Customer in advance of delivery.
6.2 The price of the Goods is inclusive of amounts in respect of value added tax (VAT), and includes the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing in advance and signed by the Customer.
6.3 The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such amounts in respect of VAT as are chargeable on the supply of the Goods.
6.4 The supplier may invoice the customer for the Goods within 30 (thirty) days of completion of delivery.
6.5 Unless the payment terms are stated in the contract, the Customer shall pay correctly rendered invoices within 90 (ninety) days of the receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
6.6 If a party fails to make any payment due to the other under the Contract by the due date for payment, then the defaulting party shall pay, if requested, interest on the overdue amount at the rate of 1% per annum above Bank of England’s base rate from time to time. Both parties agree that this is a substantial remedy for default of such payments. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.
This clause shall not apply to payments the defaulting party disputes in good faith.
6.7 The Customer (and for the avoidance of doubt, any member of its Group) may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.
7. Customer Materials
The Supplier acknowledges that all materials, equipment and tools, drawings, Specifications, and data supplied by the Customer to the Supplier (“Customer Materials”) and all rights in the Customer materials are and shall remain the exclusive property of the Customer. The Supplier shall keep the Customer Materials in safe custody at its own risk, maintain them in good condition until returned to the Customer, and not dispose or use the same other than in accordance with the Customer’s written instructions or authorisation.
8. Product Recall
The Customer shall have the sole right, exercisable in its discretion, to initiate and direct the content and scope of a recall, market withdrawal, stock recovery, product correction and/or advisory safety communication regarding the Goods. The Customer shall determine the manner, text and timing of any publicity to be given to such matters. In the event recall action is initiated or directed by the Customer, the Supplier agrees to fully co-operate and take all such steps as are reasonably requested to implement the recall action in the timely and complete manner. Any and all action to be taken in connection with the recall action shall be in accordance with applicable laws and regulations. The costs of such recall shall be met by the Supplier.
9.1 The Supplier shall keep the Customer indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to loss of profit, loss of reputation, any direct, indirect or consequential losses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Customer as a result of or in connection with:
(a) any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
(c) any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
Any inspector or representative authorised by the Customer shall be entitled to inspect the Supplier’s works or the works of any sub-contractor, including all machinery and tooling operated in connection with the Order and to inspect the Goods either complete or in the process of manufacture under the Contract at any reasonable time either at the Supplier’s premises or the premises of any sub-contractor and to require all defects or deficiencies to be made good and alterations made in the event of any failure in the opinion of the Customer to comply with the terms of the Order, provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval of the Goods.
11.1 During the term of the Contract and for a period of 6 (six) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance, public liability insurance and product recall insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
11.2 The amounts required under each insurance policy shall be not less than £10,000,000 (ten million pounds) in relation to any one claim or series of claims, unless agreed in advance between the parties.
12.1 The Supplier undertakes that it shall not at any time during this Agreement and for a period of 2 (two) years after termination disclose to any person any confidential information concerning the business, affairs, customer, clients or suppliers of the Customer or of any member of its Group, including the fact that the Customer is purchasing (or intending to purchase) goods from the Supplier, information relating to the Customer’s operations, processes, plans, product information, know-how, designs, drawings, trade secrets, software, market opportunities and customers (“Confidential Information”), except as permitted by clause 12.2.
12.2 The Supplier may disclose the Customer’s Confidential Information:
(a) to its employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know such information for the purposes of carrying out the Supplier’s obligations under this Agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 12 as though they were a party to this Agreement. The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this clause; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 The Customer reserves all rights in its Confidential Information. No rights or obligations in respect of the Customer’s Confidential Information other than those expressly stated in this Agreement are granted to the Supplier or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property held, made, obtained or licensable by either party now or in the future.
12.4 Any patent, copyright registered or unregistered design right or other intellectual property rights in or resulting from any design or other work carried out by the Supplier at the request of the Customer in performing its obligations shall exclusively vest in the Customer, and the Supplier hereby assigns such rights to the Customer.
12.5 The Supplier agrees during the term of this Contract and for a period of 1 (one) year following its termination, not to solicit or induce any officer, employee, agent, customer or contractor of the Customer or any of its employee’s, officers, agents or customers of its Group to terminate their employment or enter into a contract of employment or engagement with the Supplier.
13.1 The Customer may terminate the Contract in whole or in part at any time before delivery with no further liability to the Supplier, with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract.
13.2 Without limiting its other rights or remedies, the Customer 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 any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 (fourteen) days of that party being notified in writing to do so;
(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 or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(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;
(d) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier, other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
(e) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier;
(f) (being a company) the holder of a qualifying floating charge over the Supplier’s assets has become entitled to appoint or has appointed an administrative receiver;
(g) 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 (fourteen) days;
(h) 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 13.2(b) to clause (g) inclusive;
(i) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
(j) the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(k) there is a change of control of the Supplier (within the meaning of section 1124 of the Corporation Tax Act 2010).
13.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
13.4 Clauses 6 (Price and Payment), 9 (Indemnity), 12 (Insurance) and 12 (Confidentiality) shall survive termination of the Contract and shall continue in full force and effect.
14. Force majeure
14.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure result from an event, circumstance or cause beyond its reasonable control (“Force Majeure Event”).
14.2 The Supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
14.3 If a Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations for a continuous period of more than 14 (fourteen) Business Days, the Customer may terminate the Contract immediately by giving written notice to the Supplier.
15. Bribery, Corruption and Modern Slavery
15.1 The Supplier shall:
(a) not engage in any activity, practice or conduct which is (or might reasonably be supposed to be) an offence under sections 1, 2 or 6 of the Bribery Act 2010 (the “Bribery Act”) or the Modern Slavery Act 2015 (“Slavery Act”) where it occurs in the United Kingdom or engage in any conduct that it is contrary to anti-bribery or anti-corruption laws or regulations in any part of the world in which the Goods are delivered and/or the Services are performed.
(b) not offer or agree to give any person working for or engaged by the Customer any gift or other consideration, which could act, directly or indirectly, as an inducement or a reward or otherwise provide to it an advantage (financial or otherwise) for any act or failure to act connected to the Contract, or any other agreement between the Supplier and the Customer, including its award to the Supplier and any of the rights and obligations contained within it;
(c) comply at all times with such reasonable instructions or policies in relation to anti-corruption, anti-bribery or anti-slavery, provided by the Customer from time to time;
(d) maintain and at all times comply with its own business ethics policies and procedures (which shall, as a minimum, satisfy the adequate procedures requirements of the Bribery Act and any relevant industry codes of practice);
(e) notify the Customer immediately if it engages a foreign public official (as defined in the Bribery Act) in any capacity, or if such a person acquires any 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 the Contract);
(f) promptly report to the Customer of:
(i) any breach, or potential breach, of the Relevant Requirements and/or Relevant Policies;
(ii) any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Contract; and
(iii) 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 Services; and
(g) within 3 (three) months of the date of the Contract and annually thereafter certify its compliance with this condition 16 to the Customer in writing.
15.2 The Supplier shall not enter into the Contract if it has knowledge or reasonably suspects that, in connection with it, any money has been, or will be, paid or any other advantage will be directly or indirectly provided to any person working for or engaged by the Customer by or for the Supplier, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer before execution of the Contract.
15.3 If the Supplier (including any Supplier employee, sub-contractor or agent, in all cases whether or not acting with the Supplier’s knowledge) in any way breaches this clause 16 or the Bribery Act in relation to the Contract or any other agreement with the Customer, the Customer may terminate the Contract by written notice with immediate effect.
16.1 Assignment and other dealings.
(a) The Customer may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Customer.
(a) Any notice or other communication given to the Customer under or in connection with the Contract shall be in writing, addressed to the Commercial Director at the Customer’s registered office or its principal place of business (in any other case), or such other address as the Customer may have specified to the Supplier in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
(b) A notice or other communication shall be deemed to have been received when acknowledged by the Customer to the Supplier.
(c) Any notice or other communication given to the Supplier under or in connection with the Contract shall be in writing, addressed to the Supplier at the Supplier’s registered office or its principal place of business (in any other case), or such other address as the Supplier may have specified to the Customer in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
(d) A notice or other communication given to the Supplier shall be deemed to have been received by the Supplier if delivered personally, when left at the address referred to in clause 17.2(c); if sent by first class post or next working day delivery service, at 9:00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or if by email, one Business Day after transmission.
(e) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.5 Third party rights
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Customer. The Customer has the right to amend these Conditions from time to time. The Customer will notify the Supplier of any such amendment.
If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause:
(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, the nominated contact of the Supplier and the Purchasing Director of the Customer shall attempt in good faith to resolve the Dispute;
(b) if the designated contacts are for any reason unable to resolve the Dispute within 30 (thirty) days of service of the Dispute Notice, the Dispute shall be referred to the nominated contact of the Supplier and the Managing Director of the Customer who shall attempt in good faith to resolve it; and
(c) if the nominated contact of the Supplier and Managing Director of the Customer are for any reason unable to resolve the Dispute within 30 (thirty) days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 28 days after the date of the ADR notice.
16.8 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute.
17. Governing law and Jurisdiction
17.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of England and Wales.
17.2 Each party irrevocably agrees that the courts of England will have exclusive jurisdiction.