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AUTHORISED SUPPLIERS
Terms and Conditions for the supply of Goods and Services
to HH Associates Ltd and its Affiliates
In consideration of being appointed as an Authorised Supplier to HH Associates Ltd and its Affiliates
(“Buyer”) the Supplier agrees that these terms and conditions (“Conditions”) and the documents referred to
herein apply to all purchase orders placed against the Supplier by the Buyer unless an authorised
representative of the Buyer has agreed additional or alternative terms in writing. The Supplier’s printed or
standard terms of supply or quotation shall not apply.
1. Definitions
“Affiliates” means in relation to an entity, any company, partnership or other entity, which from time to time
Controls, is Controlled by or is under common Control with that entity;
"Control/Controlled" means ownership or control of a majority of the voting rights or shares, or the legal power to
direct or cause the direction of the general management of, the relevant company;
“End User” means the Buyer’s customer who has contracted or is intending to contract with the Buyer for the
provision of the Goods and Services;
“Goods” means the various items which the Buyer can procure from the Supplier including printed materials;
“HHub” means the electronic system which may be used by the Buyer to request quotes for the Supplier, place order
and track the order status;
"Intellectual Property" means all intellectual property rights of whatever nature throughout the world including,
copyright, registered and unregistered design rights, trade marks, registered and unregistered patent rights, trade
secrets and know-how 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;
“New Contract Materials” means any material (including Goods, designs and other drawings or technical
documentation) created written or otherwise brought into existence (i) by Supplier at the specific request of Buyer or
during the course of performing its obligations under these Conditions or (ii) by the Buyer or the Supplier in
contemplation or in connection with these Conditions and in which subsists newly created Intellectual Property;
“Prime Agreement” means the actual or proposed contract between the Buyer and an End User;
“Services” means the various services which the Buyer can procure from the Supplier and which will be detailed in
each Order;
“Specification” means the requirements for each proposed Order. In addition to written specifications this can include
any samples provided by the Buyer;
“Term” means the period of time that the Supplier is an Authorised Supplier to the Buyer; and
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Other terms are defined within the clauses below.
1.1
The definitions and rules of interpretation in this clause apply in these Conditions:
1.1.1 Unless the context otherwise requires, the masculine gender shall be deemed to include the feminine and
neuter and vice versa and the singular number shall be deemed to include the plural and vice versa;
1.1.2 headings do not form part of the Contract and are for reference purposes only;
1.1.3 any use of the word "including" shall be treated as "including without limitation";
1.1.4 references to any statute or statutory provision or law or regulation shall include references to such statute
or statutory provision or law or regulation as from time to time amended, extended or consolidated and
shall include all statutory instruments or orders from time to time made pursuant thereto;
1.1.5 references to a person include an individual, a body corporate and an unincorporated association of
persons; and
1.1.6 references to a party in these Conditions include references to the successors or assigns (immediate or
otherwise) of that party in accordance with these Conditions.
1.2
Each Order shall incorporate any terms and conditions implied by law, statute or regulation (including
British and European standards) except to the extent such terms and conditions are expressly excluded or
varied by these Conditions.
2. Authorised Supplier
2.1
The Supplier has been appointed as an authorised Supplier to the Buyer (“Authorised Supplier”).
2.2
The Buyer reserves the right to conduct audits, from time to time, to check the Supplier’s compliance with
these Conditions and the various policies and code of conduct referred to herein and generally review the
Supplier status as an Authorised Supplier. The Buyer can, at its sole option, revoke the Supplier’s status as
an Authorised Supplier and /or its preferred status.
3. Quotes
3.1
The Buyer will submit requests for quotes from time to time together with relevant Specifications. The
Specifications can be updated and amended by the Buyer until such time as an Order is placed.
3.2
The Supplier will submit quotes within the time period specified or if no such period is stated as quickly as
possible. The Supplier is obliged to provide a quote or notify the Buyer immediately where it has
justifiable reason for not doing so.
3.3
Quotations are binding upon the Supplier unless otherwise agreed by the Buyer.
3.4
The Buyer does not promise to place any minimum quantity of orders upon the Supplier.
3.5
The Buyer and the Supplier agree that the terms and conditions set forth in the applicable Prime
Agreement may require the Buyer to flow down certain terms and conditions from the Prime Agreement
to the Supplier which are applicable to Supplier’s Services and/or Goods (“Flow Down Terms”) under a
specific Order. The Buyer shall provide the Supplier with the applicable Flow Down Terms in the
Specifications provided and by submitting a quote the Supplier indicates its acceptance of the Flow Down
Terms. If the Supplier rejects any Flow Down Terms, then the Supplier will provide the Buyer with
prompt written notification of its reasons why it is unable to accept such Flow Down Terms and the
parties may, at the Buyer’s election, negotiate in good faith to reach a resolution in a timely manner. If
the Buyer chooses not to negotiate, or the Buyer and Supplier are unable to reach agreement in accordance
with the Buyer’s timelines on any or all Flow Down Terms then the Supplier will not be under any
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obligation to supply a quote. Both Parties agree that no compensation shall be paid by the Buyer under
this paragraph.
4. Orders
4.1
If the Buyer wishes to accept the quote, it shall place an order upon the Supplier. The Supplier shall be
entitled to reject the order within 3 working hours from receipt failing which it will be deemed to have
been accepted. Once accepted in accordance with these Conditions each order (“Order”) constitutes a
separate and distinct contract which is capable of cancellation or termination by the Buyer and which is
subject to these Conditions.
4.2
Orders are only binding upon the Buyer when it either submits an order through the Hhub or provides a
written purchase order (on the Buyers standard format) to the Supplier. The Supplier acknowledges and
agrees that it will not commence any services for the Buyer or incur any related expenses or costs unless
and until it has received an Order in accordance with these terms expressly authorizing such services. The
Supplier further acknowledges and agrees that it shall not be entitled to recover, and hereby irrevocably
waives its right to pursue, any fees, costs, loss or damages from the Buyer under any legal or equitable
theory in connection with any services that were commenced prior to receipt of the Buyer’s Order
authorizing such services. The Supplier further agrees and acknowledges that absent a mutually agreed
and written amendment to this provision, the foregoing shall be true notwithstanding any representation,
promise or inducement, whether oral or written, made by any employee or agent of the Buyer. Nothing
contained herein, nor in any statement of work or other agreement of the parties shall obligate the Buyer
to issue a purchase order under any circumstances.
4.3
Once an Order is placed, the Buyer may request changes to the Specifications. The Supplier shall use
reasonable endeavours to agree the changes requested but if this is not possible it shall notify the Buyer
who may then choose to cancel the Order in accordance with clause 5 or proceed with the Order as
originally agreed.
5. Cancellation of Orders
5.1
The Buyer may cancel the Order at any time prior to delivery in which case the Buyer will be responsible
for all legitimate and direct costs incurred or irrevocably committed to by the Supplier (up to the date and
time that notice of cancellation was issued). The Supplier will use best endeavours to mitigate such costs
and may not charge the Buyer for items which it could reasonably use for other work or to fulfil orders
with third parties.
6. Quality
6.1
The Supplier shall (as applicable) manufacture, pack and supply the Goods and Services in accordance
with the Specifications detailed for each Order, with reasonable skill and care and in accordance with all
applicable generally accepted industry standards and practices. The Supplier shall obtain and maintain in
force for the Term all licences, permissions, authorisations, consents and permits needed to manufacture
and supply the Goods and Services in accordance with these Conditions.
6.2
The Supplier warrants and guarantees that:
6.2.1 The Goods and Services will conform to the relevant Specifications (and in the case of Services, any
service levels or key performance indicators);
6.2.2 Supplier will disclose to the Buyer all information, documentation and other materials relating to the
Goods and/or Services, than can reasonably be considered relevant to Supplier’s performance and that
such information, documentation and materials are complete and accurate in all material respects;
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6.2.3
The Supplier’s trademarks, the Goods and/or Services and their use for any purpose (including, but not
limited to the sale, import, export, lease, making of alterations to or incorporation within or combination
of the Goods and Services with other products and services) do not infringe the rights (including
Intellectual Property) of any third party;
6.2.4 The Goods and Services will be of satisfactory quality and fit for any purpose held out by the Supplier or
made known to the Supplier by the Buyer;
6.2.5 The Goods will be free of charges and other encumbrances and adverse rights at the time of their supply
to the Buyer, and free from defects in design, material and workmanship at the time of delivery and, other
than in respect of printed materials, the Goods will remain so for 12 months after delivery. For printed
materials the warranty period is 3 months unless otherwise agreed in an Order; and
6.2.6 The Goods and Services will comply with all applicable statutory and regulatory requirements.
6.3
The Supplier shall ensure that the Goods are properly packed and secured in such manner as to enable
them to reach their destination in good condition. The Supplier shall comply with all applicable laws,
enactments, orders, regulations and other instruments relating to the manufacture, packing, packaging,
marking, storage, handling, and delivery of the Goods.
6.4
The Buyer shall be entitled to enter the Supplier's premises to inspect (as applicable) the manufacturing
facilities, the raw materials, the packaging and the preparation for the supply of the Goods and Services.
Such inspections shall be carried out during business hours on reasonable notice to the Supplier, provided
that, in the event of an emergency, the Supplier shall grant the Buyer immediate access to its premises. If
following an inspection the Buyer considers that the Goods or Services are not or are not likely to be as
guaranteed under clause 6.2, the Buyer shall inform the Supplier and the Supplier shall immediately take
such action as is necessary to ensure that the Goods or Services are or will comply with clause 6.2. The
Buyer shall have the right to re-conduct inspections and take further samples after the Supplier has carried
out its remedial actions.
7. Delivery
7.1
The Supplier must deliver each Order on the date and to the location notified by the Buyer. Time for
delivery is of the essence. The Supplier shall not deliver an Order in advance of the specified date without
the prior written consent of the Buyer. The Supplier shall not deliver Orders by instalments unless
required for that Order. The Supplier shall ensure that the carrier appointed to deliver the Goods to the
Buyer or End User meets all national and international regulations on transportation. The Supplier shall
insure the Goods for full replacement value until delivery.
7.2
If the Goods or Services are not delivered on the specified date or to the correct location, then, without
limiting any other right or remedy the Buyer may have, it may:
7.2.1 refuse to take any subsequent attempted delivery of the Order;
7.2.2 cancel the Order and receive an immediate refund for any monies paid in advance;
7.2.3 obtain substitute goods or services from another supplier and recover from the Supplier any costs and
expenses reasonably incurred by the Buyer or the End User in obtaining such substitute goods or services;
or
7.2.4 subject to clause 16, claim damages for any other costs, expenses or losses resulting from the Supplier's
failure to deliver the Order on time provided that the Supplier shall not be liable for any failure or delay in
delivering an Order to the extent that such failure or delay is directly caused by the Buyer’s failure to
comply with its obligations under these Conditions.
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7.3
7.4
7.5
7.6
For Goods, each delivery shall be accompanied by a delivery note from the Supplier showing the Order
number, the date of the Order, the type and quantity of Goods included in the Order and, in the case of an
Order being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
The title and risk in Goods shall pass to the Buyer on Delivery. Where applicable and if agreed by the
parties in the Order, the Supplier shall install the Goods in accordance with the Specifications and any
agreed service levels.
The parties agree that if in respect of an Order the Supplier delivers up to (and including) 4% more or less
than the quantity of Goods ordered, the Buyer shall not be entitled to reject the Order, but in the case of an
under delivery a pro rata adjustment shall be made to the Order invoice and in the case of an over delivery
no additional sum shall be due.
The Buyer shall not be deemed to have accepted any Goods or Services until it (and where applicable the
End User) has had a reasonable time to inspect them following delivery, or, in the case of a latent defect in
the Goods, until a reasonable time after the latent defect has become apparent.
8. Acceptance
8.1
If any Goods or Services do not comply with clause 6.2, or are otherwise not in conformity with these
Conditions, then, without limiting any other right or remedy that the Buyer may have, it may reject those
Goods or Services and:
8.1.1 require the Supplier to repair or replace the rejected Goods / re perform the Services at the Supplier’s risk
and expense within the time period specified by the Buyer; or
8.1.2 require the Supplier to repay the price of the rejected Goods or Services in full (whether or not the Buyer
has previously required the Supplier to repair or replace the rejected Goods or Services); and
8.1.3 where detailed in the Order, account to the Buyer for any service credits due;
8.1.4 subject to clause 16, claim damages for any other costs, expenses or losses resulting from the Supplier's
delivery of Goods or Services that are not in conformity with the terms of these Conditions.
8.2
If the Supplier fails to promptly repair or replace rejected Goods or re-perform the rejected Services in
accordance with clause 8.1, the Buyer may, without affecting its rights, obtain substitute goods or services
from a third party supplier, or have the rejected Goods repaired by a third party, and the Supplier shall
reimburse the Buyer for the costs it incurs in doing so.
8.3
The Buyer's rights and remedies under this clause are in addition to any statutory or civil code implied
rights it may have under the relevant law as stated in clause 25.5.
8.4
These Conditions shall apply to any repaired or replacement Goods or re-performed Services supplied by
the Supplier.
9. Prices
9.1
A quote will remain valid unless and until it is cancelled or amended by the Supplier on the HHub or by
email (if the quote was submitted by email).
9.2
Quotes are deemed to include the costs of packaging, insurance, customs and other duties or taxes and
carriage of the Goods to the location detailed in the Specifications unless otherwise stated by the Supplier
in the quote.
9.3
Once an Order is placed by the Buyer the prices quoted are fixed.
9.4
All prices quoted by the Supplier exclude VAT (or the equivalent national /state sales taxes). The Buyer
shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts
which are due in respect of such taxes.
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10. Payment
10.1
Unless otherwise agreed for an Order, the Supplier will only invoice the Buyer once all the Goods and/or
Services which are the subject matter of the Order have been delivered to the specified location.
10.2
Subject to clause 10.3 below, the Buyer will pay the Supplier's invoice 90 days after receipt of the invoice
and on the following basis:
10.2.1 Invoices received before the 15th day of a month will be paid on the 15th day of the month in which the
90 day period elapses;
10.2.2 Invoices received after the 15th day of a month will be paid on the last day of the month in which the 90
days period elapses.
10.3
In order to be paid, the invoice must:
10.3.1 contain reference to the Order number ;
10.3.2 be addressed to the Buyer who issued the Order;
10.3.3 the invoice value matches the Order value and must be in the same currency; and
10.3.4 the Supplier must have uploaded an electronic prove of delivery onto the HHub unless other evidence of
delivery has been agreed with the Buyer.
10.4
If a party fails to make any payment due to the other under these Conditions by the due date for payment
(due date), then, without limiting the other party's remedies, the defaulting party shall pay interest on the
overdue amount at the rate of 2% per annum above the Bank of England’s base lending rate from time to
time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the
overdue amount, whether before or after judgment. The defaulting party shall pay the interest together
with the overdue amount. The parties acknowledges that this is a fair and reasonable interest rate.This
clause shall not apply to payments that the defaulting party disputes in good faith.
10.5
If the Buyer disputes any invoice or other statement of monies due, the Buyer shall notify the Supplier in
writing. The parties shall negotiate in good faith to attempt to promptly resolve the dispute. The Supplier
shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request
for payment. The Supplier’s obligations to supply the Goods shall not be affected by any payment dispute.
10.6
The Buyer may, without limiting any of its other rights or remedies, set off any amounts owed to it by the
Supplier against any amounts payable by it to the Supplier.
11. Code of Conduct.
11.1
The Supplier will provide the Goods and Services and generally act in a manner which is in accordance
with the Buyer’s Authorised Supplier Code of Conduct (as updated from time to time) which is available
to the Supplier through the Buyer’s Supplier Portal on the internet.
11.2
Any breach of this code of conduct (or any other End User compliance terms which have been notified as
a Flow Down Term) shall be a material breach of these Conditions.
12. Contract Management
12.1
The parties shall each appoint an authorised representative (“Contract Manager”) who will be
responsible for managing the relationship and will act as the principal point of contact between the Buyer
and the Supplier in relation to issues arising.
12.2
While an Authorised Supplier to the Buyer and for a seven (7) year period thereafter, the Supplier shall
maintain full, true and accurate accounts and records with regard to its activities under these Conditions,
in particular for any amounts payable pursuant to the same. Upon reasonable notice, the Supplier shall
provide to the Buyer such copies of its books, records, time sheets and other documentation relevant to
the supply of the Goods and/or Services as requested by the Buyer in order that it, at its expense, may
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12.3
audit the documentation and verify compliance by the Supplier with its obligations. If the audit
demonstrates that any invoices rendered exceed the correctly chargeable amounts the Supplier must
reimburse the Buyer for the overpaid sums and if the audit demonstrates that such invoices exceed the
correctly chargeable amounts by more than 5%, the Supplier must reimburse the Buyer for its reasonable
costs of the audit.
The Supplier further acknowledges and agrees that some End User’s may require access to its premises
and personnel to audit the Supplier’s compliance with legal and regulatory requirements, these Conditions
and any relevant Flow Down Terms.
13. Confidentiality and Data Protection
13.1
The non-disclosure agreement (“NDA”) entered into by the parties during the authorisation process shall
continue to bind the Supplier and the Buyer for the Term and for a 3 year period thereafter. For the
purposes of that NDA, these Conditions and all Specifications quotes and Orders are Confidential
Information.
13.2
The Supplier agrees to be bound by the Buyer’s Data Protection Policy (as updated from time to time)
which is available to the Supplier through the Buyer’s Supplier Portal on the internet.
13.3
A breach of either the NDA or the Data Protection Policy shall be a material breach of these Conditions.
14. Intellectual Property
14.1
These Conditions do not transfer the Intellectual Property owned by either party prior to the date of these
Conditions.
14.2
The Supplier grants and shall ensure that any relevant third parties grant to the Buyer, a non-exclusive,
non-revocable, perpetual, royalty-free, and transferable license (including the right to sub -license) to use
the Supplier’s Intellectual Property to enable the Buyer to benefit from these Conditions and where
applicable the Goods and Services. The Supplier warrants and guarantees that it has the right to grant such
licences.
14.3
The Supplier acknowledges that all Intellectual Property in New Contract Materials shall be owned by
Buyer. Supplier hereby assigns to Buyer by way of future assignment all Intellectual Property in the New
Contract Materials to the extent permitted by law, immediately upon such rights coming into existence.
Supplier shall execute or procure the execution of any document or do or procure the doing of any other
act to vest or register the title to the Intellectual Property in and to the New Contract Materials in the
Buyer. In particular the Supplier shall obtain waivers of all moral rights in the New Contract Materials 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.
14.4
The Supplier may not use the Buyer’s logo’s or trade marks without receiving the Buyer’s prior written
approval and where such approval is given the Supplier agrees to comply with the Buyer’s reasonable
directions and brand manuals regarding use of the their trade marks.
14.5
Save as permitted under these Conditions, the Supplier undertakes not to and shall procure that its
subcontractors undertake not to:
14.5.1 do or permit to be done anything which jeopardises or impairs the registrations of the Buyer’s or End User
trademarks (where such rights are capable of registration) or which dilutes, debases or reduces the
commercial value of the Buyer’s or End User trademarks or do anything which damages or dilutes the
value, reputation or goodwill in the Buyer’s or End User trademarks or prejudices their legal protection;
14.5.2 use any other trade mark so resembling the Buyer’s or the End User’s trademarks to be reasonably likely
to cause confusion; or
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14.5.3 hold anywhere in the world any applications or registrations for trademarks which contain the Buyer’s or
End User trademarks or any confusingly similar word or words (and shall not authorise or assist any third
party to do so).
14.6
The Supplier shall take and procure the taking of all necessary steps to ensure that the foregoing
provisions of this clause have full effect, such steps to include the insertion of corresponding provisions in
any contracts with subcontractors or other relevant third party suppliers.
14.7
Other than as expressly provided for under these Conditions, no license or right, express or implied, is
hereby conveyed or granted by Buyer to in relation to the Buyer’s or an End User’s Intellectual Property.
15. Indemnity
15.1
The Supplier shall indemnify the Buyer against all liabilities, costs, expenses, damages and losses suffered
or incurred by the Buyer arising out of or in connection with:
15.1.1 any breach of the warranties given in these Conditions;
15.1.2 any claim made against the Buyer for the Supplier’s 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 or
Services;
15.1.3 any claim made against the Buyer for the Supplier’s actual or alleged infringement of data protection
laws, the NDA, the Authorised Supplier’s code of conduct and any applicable Flow Down Terms;
15.1.4 any claim made against the Buyer 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 these Conditions by the Supplier, its employees, agents or subcontractors; and
15.1.5 any claim made for death, personal injury or damage to property arising out of, or in connection with,
defective Goods or Services, to the extent that the defect in the Goods or Services is attributable to the
acts or omissions of the Supplier, its employees, agents or subcontractors.
15.2
The Buyer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses suffered
or incurred by the Supplier arising out of or in connection with:
15.2.1 any claim made against the Supplier for Buyer’s actual or alleged infringement of a third party's
Intellectual Property rights arising out of, or in connection with the Specifications provided to the
Supplier;
15.2.2 any claim made against the Supplier for the Buyer’s actual or alleged infringement of data protection laws
and the NDA; and
15.2.3 any death or personal injury caused by the Buyer’s its employees and agents (other than the Supplier).
16. Liability
16.1
Subject always to the mandatory law which applies (as determined by clause 25.5) this clause 16 sets out
the entire financial liability of the parties (including any liability for the acts or omissions of their
respective employees, agents and subcontractors) to each other in respect of:
16.1.1 any breach of these Conditions;
16.1.2 any use made of the Services or resale of the Goods by the Buyer, or of any product incorporating any of
the Goods; and
16.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in
connection with these Conditions.
16.2
Each party accepts liability without limit for:
16.2.1 fraud or deceit;
16.2.2 the indemnities given in clause 15;
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16.2.3 death or personal injury caused by breach or negligence; and
16.2.4 any other liability that cannot be excluded or limited by law.
16.3
Considering that the Supplier provides the Goods and Services and the Buyer’s main obligation is to pay
the agreed charges the Buyer is only liable for actually sustained and demonstrated direct damage to the
Supplier, and only if that damage is a direct consequence of a material breach by the Buyer of its
obligations under these Conditions.
17. Insurance
17.1
The Supplier shall maintain at all times such insurance policies as are sufficient to cover its potential
liabilities. The Buyer may, by notice to Supplier, require the Supplier to provide, within 30 days of such
notice, copies of certificates of insurance or other evidence of insurance coverage (including those of any
sub-contractor).
18. Assignment and Subcontracting
18.1
Neither party may assign, transfer or subcontract any of its rights, benefits or obligations under these
Conditions without the prior written consent of the other party, provided that the Buyer may assign,
transfer or subcontract its rights and obligations under these Conditions to an Affiliate.
18.2
Where the Buyer has permitted the Supplier to subcontract, the Supplier shall be responsible for the acts,
defaults and omissions of its subcontractors. Any consent given under this clause shall not relieve the
Supplier of any of his obligations under these Conditions.
19. Termination
19.1
Either party may terminate the Supplier’s Authorised Supplier status with immediate effect on written
notice in the event that:
19.1.1 the other party ceases or threatens to cease to carry on its business;
19.1.2 a judicial manager, administrator or similar officer is appointed over all or any part of the assets or
undertaking of the other party;
19.1.3 the other party makes any arrangement for the benefit of its creditors;
19.1.4 the other party goes into liquidation;
19.1.5 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is
subject that has an effect equivalent or similar to any of the events mentioned in clause 19.1.1 – 19.1.4; or
19.1.6 any Force Majeure Event prevents the other party from performing its obligations under these Conditions
for any continuous period of 30 days.
19.2
19.3
19.4
Either party may terminate Supplier’s Authorised Supplier status with immediate effect by notice if the
other party commits a breach of these Conditions and, in the case of a breach capable of remedy, fails to
remedy it within 30 (thirty) days of receipt of a notice from the party alleging default, specifying the
breach and requiring its remedy.
The Buyer may terminate Supplier’s Authorised Supplier status with immediate effect by notice in the
event of either a material breach or persistent breaches of these Conditions. For the purposes of this clause
“persistent breaches” shall mean repeated breaches or a series of breaches of these Conditions (whether or
not remedied) of such frequency that they have a material impact on the conduct of Buyer’s business.
Termination of Supplier’s Authorised Supplier status shall not prejudice any of the parties' rights and
remedies which have accrued as at termination.
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20. Consequences of termination
20.1
Upon termination of the Agreement, Supplier shall promptly:
20.1.1 at the Buyer’s option, either complete all existing Orders or refund to the Buyer all monies paid in respect
of the same (less unavoidable costs incurred by the Supplier);
20.1.2 deliver to the Buyer all relevant materials (and transfer all Intellectual property subsisting therein) in what
ever form supplied or created as a result of or in connection with the Goods and/or Services (whether
completed or uncompleted) free of charge, including the transfer to any other media to facilitate the return
of data or property or IPR to the Buyer.
20.1.3 immediately return or destroy at the Buyer’s direction all materials provided containing or relating to any
Confidential Information or Intellectual Property of Buyer and/or any information belonging or relating to
End Users; and
20.1.4 on request, certify in writing to the Buyer that it has complied with the requirements of this clause 20.
20.2
The parties explicitly acknowledge that upon termination or expiry of these Conditions no compensation
or other goodwill payments shall be payable by one party to the other solely in respect of the fact of
termination.
21. Force Majeure
21.1
Neither party shall be deemed to be in breach of these Conditions by reason of any delay in performing or
failure to perform any of its obligations under these Conditions, to the extent that such delay or failure is
due to any cause beyond its reasonable control, including but not limited to acts of God, explosions,
floods, fire, accident, war, terrorism, sabotage, civil disturbance, prohibitions or measures of any kind on
the part of any governmental, parliamentary or local authority, or industrial actions or trade disputes
(“Force Majeure Event”).
21.2
Delay in performance by any subcontractors or suppliers of the party seeking to rely on this clause does
not constitute an event beyond the reasonable control of that party, except to the extent the nonperformance by such sub-contractors or suppliers has resulted from circumstances equivalent to those set
out in clause 20.1 above.
21.3
The party affected by the force majeure event will use best endeavours to minimise the impact on the
other party and provide suitable ‘work arounds’ to enable the re-commencement of its obligations as
quickly as possible.
22. Dispute Resolution
22.1
In the event of a dispute in relation to any matter under these Conditions or any Order, the parties shall
attempt, in good faith, to resolve any dispute promptly by negotiation which shall be conducted as
follows:
22.1.1 the dispute shall be referred, by either party, first to the Contract Manager of each of the parties for
resolution;
22.1.2 if they cannot resolve the dispute within 14 days a Director of both parties shall meet to attempt to resolve
the dispute.
22.2
22.3
If, within 30 days of the dispute being passed to the Directors, the parties have failed to agree on a
resolution, either party may refer the dispute for mediation in accordance with standard local practice.
If and to the extent that the parties do not resolve any dispute or any issue in the course of any mediation,
either party may commence court proceedings in respect of such unresolved dispute.
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23. Notices
23.1
Notices to be given in connection with these Conditions and which relate to termination or allegation of a
breach must be sent by receiptable mail to the usual or main address of the recipient. Such notices will be
deemed to have been received two (2) working days after despatch.
23.2
All other notices must be in writing (by hand, regular mail or email) and will be sent to the usual or main
address of the recipient or by email to the respective Contract Manager. Notices by hand will be deemed
received at the time of delivery. Electronic notices will be deemed to have been received immediately on
successful transmission and notices by post will be deemed received three (3) days after despatch.
24. Publicity
24.1
The Supplier may describe itself as an Authorised Supplier to the Buyer but shall not issue any press
release or marketing communication without receiving the Buyer’s prior written consent to the proposed
wording and layout.
24.2
The Supplier is not entitled to describe itself as a Supplier to End Users or use any End User Logo’s to
promote its business unless the End User has given specific written permission.
25. Miscellaneous
25.1
No delay or failure by either party to exercise any of its powers, rights or remedies under these Conditions
will operate as a waiver of them, nor will any single or partial exercise of any such powers, rights or
remedies preclude any other or further exercise of them. A waiver must be in writing to be effective.
25.2
If any part of these Conditions is found by a court of competent jurisdiction or other competent authority
to be invalid, unlawful or unenforceable then such part will be severed from the remainder of these
Conditions, which will continue to be valid and enforceable to the fullest extent permitted by law. If any
invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were
deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and
enforceable.
25.3
These Conditions along with the documents referred to herein constitute the entire agreement between the
parties as to its subject matter and supersedes all previous communications, representations and other
arrangements, written or oral. Each party acknowledges that, in entering into these Conditions, it has not
relied on any statement, representation, assurance or warranty (whether made negligently or innocently)
other than those expressly set out in these Conditions or the documents referred to in it. Each party agrees
that all liability for and remedies in respect of any representations are excluded except as expressly
provided in these Conditions provided always that nothing in this clause shall limit or exclude any liability
for fraud.
25.4
No variation of these Conditions shall be valid unless it is in writing and signed by an authorised
representative of each party.
25.5
These Conditions will be construed in accordance with and governed by the laws of the country in which
the Buyer is registered. Each party agrees to submit to the exclusive jurisdiction of the courts of that
country (or the local courts of the Buyer as applicable). The applicability of the Vienna Sales Convention
(United Nations Convention on Contracts for the International Sale of Goods 1980) on these Conditions
and each Order placed hereunder is hereby expressly excluded.
25.6
Other than in respect of an Affiliate of the Buyer, a person who is not a party to these Conditions has no
right to enforce any conditions of these Conditions. These Conditions may be varied, amended or
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modified or the Conditions may be suspended, cancelled or terminated by agreement in writing between
the parties or this agreement may be rescinded (in each case), without the consent of any Affiliate.
25.7
Save as otherwise provided in these Conditions, each party shall pay its own costs in connection with the
negotiation, preparation, execution and performance of these Conditions, and all documents ancillary to it.
25.8
Each party shall (at its own expense) promptly execute and deliver all such documents, and do all such
things, or procure the execution and delivery of all documents and doing of all such things as are required
to give full effect to these Conditions and the transactions contemplated by it.
25.9
These Conditions shall bind both parties immediately upon the Supplier accepting its status as an
Authorised Supplier of the Buyer by either:
25.9.1 the signing of an Agreement which incorporates these Conditions; or
25.9.2 logging into the Supplier portal operated by the Buyer using the specific log in details provided by the
Buyer; or
25.9.3 the Supplier providing a quote by email
whichever is the earlier event to occur.
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