Contract Conditions
The Conditions below relate to each booking of a Concession/Pop Up that has been agreed to be granted to the Supplier confirmed by a Booking Form having been agreed to by each Party.
1. Interpretation
1.1 Definitions:
Anti-Bribery Terms: has the meaning given in clause 16 of the Terms and Conditions of Supply.
Agreed Sales Prices: the prices for each Approved Product as set out in the Approved Product List.
Approval Process: the processes under which:
(a) the Supplier is approved in principle in writing by FOUND HERE LTD and where required by the Retailer for the purpose of the operation of a Concession/Pop Up at the Location; and
(b) in relation to products to be offered for sale FOUND HERE LTD has advised the Supplier in writing that the relevant product is an Approved Product approval having been given in writing by FOUND HERE LTD and where relevant by the Retailer.
Approved Product: any Product proposed to be made available for sale at the Concession/Pop Up and which has been subject to and has passed the Approval Processes of FOUND HERE LTD and if necessary the Retailer.
Approved Product List: a list compiled by the Supplier under the provisions of clause 5.1(a) and confirmed as agreed by FOUND HERE LTD through a written confirmation of FOUND HERE LTD and which list comprises only Approved Products and the agreed resale price of the Product.
Booking: a Concession/Pop Up access to which has been procured by FOUND HERE LTD the details of which are confirmed in a Booking Form.
Booking Form: the template booking form adopted by FOUND HERE LTD from time to time provided digitally to the Supplier and which forms part of each Contract agreed between the Parties for the availability and operation of a Concession/Pop Up.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: the date a Contract comes into effect as set out in the Booking Form.
Conditions: these terms and conditions set out in clause 1 to clause 18 (inclusive).
Concession/Pop Up: the opportunity procured by FOUND HERE LTD and made available to the Supplier in accordance with a Contract.
Concession/Pop Up Details the description used for the temporary space within a specified retail outlet (‘Store’) for a specified period (‘In Store Dates’) for the sale of Approved Products set out in the Booking Form.
Contract: a Contract between FOUND HERE LTD and the Supplier making available by FOUND HERE LTD for the benefit of a Supplier a Concession/Pop Up in accordance with the Booking Form, these Conditions and Schedules (the Schedules also forming part of each Contract entered into between the Parties) providing for a Concession/Pop Up.
Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and Controls, Controlled and the expression change of Control shall be construed accordingly
Credit Card Machine: the transaction payment equipment provided to the Supplier by FOUND HERE LTD referred to at clause 5.1(h).
Customer Notice: a notice to be used by the Supplier in provided for by FOUND HERE LTD as referred to at clause 5.2(h).
Delivery Location: the location referred to in the Booking Form as the Location;
Deposit: a non-returnable deposit payable in advance to reserve a Concession/Pop Up space the amount described in the Booking Form.
Designated Hours of Operation: as provided for in the Booking Form.
Force Majeure Event: has the meaning given in clause 18.1
Group: 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.
In Store Period: the period of the Concession/Pop Up as provided for within the Concession/Popup Details within the Booking Form.
Location the location within a Store for the Concession/Pop Up as provided by the Retailer.
Notice Period: the period of notice required to given by either party in the case of a Concession or any other circumstances in which there is no In Store Period.
Price: the price paid for Products payable by FOUND HERE LTD
Rental Fee: the amount charged by FOUND HERE LTD to the Supplier (including any deposit) for the provision of the Concession/Pop Up Location.
Retailer: the operator of the Store to which a Booking Form refers.
Sanctioned Territory: any country that at the relevant time appears on the list of sanctioned territories published by the United Nations Security Council and additionally countries determined by the UK Government as subject to sanctions
Sell Price: the price of the Product to be charged to the consumer inclusive of VAT at the appropriate rate.
Special Terms: any terms and conditions set out on the Booking Form which are expressed to modify, substitute for or add to the Terms and Conditions of Supply for the purpose of aContract.
Stock: the stock of Approved Products consigned by the Supplier at any time during the operation of a contract to the relevant Store to be placed for sale in the course of the Concession/Pop Up.
Store: the retail outlet secured by FOUND HERE LTD under an agreement with the Retailer and available to the Supplier as confirmed in the Concession/Pop Up Details.
Store Pack: the information specific to the operation of a Concession/Pop Up provided by FOUND HERE LTD as referred to at clause 4.8.
Terms and Conditions of Supply: the standard terms and conditions of supply of FOUND HERE LTD which in amended terms relevant to the Contract are appended to these terms and conditions.
Trade Marks: the trade marks (whether registered or unregistered) adopted by the Supplier in connection with Products supplied to FOUND HERE LTD as identified in Schedule 2.
UKCA Marking: where required by any relevant regulation the mandatory recording on the Products (either on the Products itself or in accompanying documentation) of the UK Conformity Assessment Mark.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
1.2 Interpretation:
(a) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(b) Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes emails and any other digital online interactions such as completion of a template form.
(d) Where there is any requirement to interpret any provision of a Contract the following order of precedence shall apply:
(i) any special conditions set out in the Booking Form;
(ii) these terms and conditions;
(iii) the Terms and Conditions of Supply
(e) A reference to the singular shall also include the plural and vice versa
(f) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
(g) Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
(h) This agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
(i) Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
(j) Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(k) A reference to writing or written includes email.
(l) Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
(m) Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
(n) A reference to this agreement or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
(o) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(p) Any reference to a contract terminating shall, where the context requires, include a reference to that contract terminating by expiry.
2. Commencement and term
2.1 Each Contract shall commence on the date of signing by the last party to sign and shall continue until 20 Business Days following the last day of the In Store Period subject to any term that is expressed to have continuing effect or which by its nature is an obligation upon either party that exists only following the In Store Period which shall continue until satisfied.
3. Consignment basis of working
3.1 FOUND HERE LTD agrees to provide concession/pop-up shop space with the Retailer and at the Location identified in the Booking Form enabling the promotion and sale of Approved Products to be supplied by the Supplier to and for onward retail sale by FOUND HERE LTD on a consignment basis.
3.2 Immediately prior to any sale of an Approved Product the Supplier agrees (the agreement being irrevocable for the duration of a Contract) to supply and FOUND HERE LTD (again irrevocably for the duration of this Contract) agrees to purchase each Approved Product which becomes the subject of a sale transaction and each such Approved Product shall be deemed to be the subject of an Order for the purpose of clause 3 of the Terms and Conditions of Supply.
3.3 FOUND HERE LTD shall accordingly be the sales party for each sale effected at the Location
3.4 Each Contract accordingly provides an authority for the Supplier to effect sales of Products at the Location at the Sell Price (together with applicable VAT) as agent for FOUND HERE LTD .
3.5 The Supplier is not permitted to market or sell at the Location any Product that is not an Approved Product.
3.6 Sales shall be effected in accordance with the requirements of consumer law applicable to the Approved Product sold and more generally applicable to the transaction.
3.7 Sales will be conducted at the agreed Sell Prices in accordance with the terms and conditions of this Contract. No sales of Products shall be effected by the Supplier in its own name.
3.8 Supply of Products by the Supplier to FOUND HERE LTD shall be effected on the terms and conditions of FOUND HERE LTD as set out in Appendix 1 to these terms and conditions as modified by the provisions of these terms and conditions.
4. Concession/Pop Up
4.1 The Supplier will not be eligible to sell its Products via a Concession/Pop Up until it has successfully passed the Approval Process required by FOUND HERE LTD and if relevant the Retailer and is then entitled to offer for sale as agent for FOUND HERE LTD all Approved Products.
4.2 Prior to the In Store Period, the Supplier will provide FOUND HERE LTD a list of the Products and Sell Price of the Products it intends to sell via the Concession /Pop Up on an excel sheet provided by FOUND HERE LTD for completion. This includes categorizing the Products for trending, marketing and VAT purposes.
4.3 The Supplier shall give all co-operation required by FOUND HERE LTD including providing such data and other information relating to any Products which are proposed for approval to become Approved Products. FOUND HERE LTD shall be responsible for liaison with the Retailer and shall use reasonable endeavours to procure any approvals that the Retailer is to provide prior to the Supplier becoming entitled to operate the Concession/Pop Up or in the case of any Product becomes an Approved Product.
4.4 FOUND HERE LTD does not guarantee that a Supplier will qualify for a Concession or Pop-Up arrangement nor that all Products proposed to be sold by the Supplier shall become Approved Products and is not obliged to provide reasons for any rejection through the Approval Process.
4.5 The Supplier will pay in advance the Deposit to reserve the Concession/Pop Up space as set out in the Booking Form. Deposits fall due for payment immediately upon a Contract coming into effect. Any failure to make payment incleared funds of the Deposit within 5 Business Days shall entitled FOUND HERE LTD to terminate this Contract without prior notice.Deposits are non returnable under any circumstances representing as they do consideration for FOUND HERE LTD undertaking all preparatory work that is the responsibility of FOUND HERE LTD prior to the first In Store Date. The Supplier will pay the balance 30 Business Days prior to the In Store Date. Any failure to make payment in cleared funds of the Balance 30 days prior, shall entitleFOUND HERE LTD to terminate this Contractwithout Prior notice. Balance payments are Non-returnable after under any circumstances within 30 days of the Pop Up In Store date.
4.6 FOUND HERE LTD will use reasonable commercial endeavours to ensure the Concession/Pop Up space commences as agreed and confirmed in the Booking Form but reserves the right after consulting with the Supplier to offer alternative locations and/or dates for the In Store Period or any amendment to the Notice Period in any circumstances beyond its control.
4.7 FOUND HERE LTD shall be solely responsible for liasing with the Retailer with a view to securing any approvals required to be provided by the Retailer as a condition of specific Products being offered for sale within the Concession/Pop Up.
4.8 Prior to the In Store Period FOUND HERE LTD will provide the Supplier with the Store Pack which will include Store personnel contact details to arrange a pre-visit and to arrange delivery of Stock.
4.9 The Supplier shall provide all co-operation required by the Retailer with a view to ensuring the orderly commencement of the In Store Period. It is the responsibility of the Supplier to assess the security of its Stock with the Store and to ensure that it has adequate insurance of that stock. Subject to clause 4.11 FOUND HERE LTD does not accept responsibility for any failures on the part of the Retailer, its servants, agents or representatives whether prior to, during or following the In Store Period and without prejudice to the generality of the foregoing any circumstances of missing or damaged Stock held by the Store, before, during or after the In Store Period.
4.10 The Supplier acknowledges that the Supplier and any personnel of the Supplier who are to undertake activities at the Location are entitled to access the Store under licence from FOUND HERE LTD (in turn in accordance with the entitlement given to FOUND HERE LTD ’s licence (with appropriate rights to sublicence) from the Retailer) and only for so long as FOUND HERE LTD is able to authorise such access under FOUND HERE LTD ’s agreement with the Retailer. No relationship of landlord and tenant shall be created between the Supplier and the Retailer. The Retailer will retain management, control and possession of the Location at all times and the Supplier shall not at any time have the right to exclude Store employees and/or Store representatives from the Location.
4.11 To the extent practicable FOUND HERE LTD will ensure that the Retailer will use reasonable endeavours to assist the Supplier with:
(i) setting up fixtures and fittings for the Concession/Pop Up and sale of the Products including providing a connection to the Store electricity supply and internet access.
(ii) receiving Stock before the commencement of the In Store Period
(iii) storing the Stock and moving it to the Concession/Pop Up Location within the Store
(iv) facilitating pick up of unsold Stock by the Supplier after the In Store Period.
4.12 The Supplier acknowledges that the Retailer has not guaranteed to FOUND HERE LTD that the Concession/Pop Up will be allocated a specific location whether at the commencement of the In Store Period or the duration of the In Store Period but FOUND HERE LTD will use reasonable endeavours to ensure continuity of the location of the Concession/Pop/Up.
4.13 The Concession/Pop Up should be always manned wherever practicable. No persons under the age of 16 should be present at the Concession/Pop Up representing the Supplier. The Supplier is responsible for ensuring that any personnel that it engages to be in attendance at the Location are suitably qualified and experienced to undertake tasks required of them and have the necessary eligibility to work within the United Kingdom throughout the In Store Period.
4.14 The Supplier shall always take all reasonable and proper precautions to ensure that no damage or disruption is caused within the Store and shall make good and/or pay compensation to the Store for any loss, damage or injury suffered by the Retailer caused by the Supplier or its subcontractors or employees at the Store, including the costs of the Store engaging any third party to carry out repair or restoration work.
4.15 The Supplier agrees to keep the Location in a reasonably tidy condition and shall not do anything that may cause any nuisance, damage, disturbance, annoyance, inconvenience or interference within the Store or to any other occupier of the Store or adjoining or neighbouring premises.
4.16 FOUND HERE LTD reserves the right to terminate a Contract without prior notice at the Retailer’s request or otherwise following breach pursuant of clause 4.13 to 4.15 and to cancel any existing bookings and refuse future bookings for Concession/ Pop Up Locations.
4.17 During any In Store Period where there is a current or future state of emergency or precautions declared by any governmental authority in the United Kingdom by reason of risks to public health, including, without limitation a viral or bacterial epidemic, pandemic or other rampant proliferation of community spread illness or disease, the Supplier agrees to accept any practices required by the Store to minimise the risk of transmission of pathogens, including, without limitation, the use of personal protective equipment, installation of hand sanitizer stations and implementation of signage to remind and reinforce social distancing practices.
5. Supplier Operation of the Concession/Pop Up
5.1 The Supplier undertakes to FOUND HERE LTD that: it shall:
(a) promptly advise FOUND HERE LTD of the products that it proposes to offer for sale within the Concession/Pop Up that is the subject of a Contract the Supplier in doing so acknowledging that each product is subject to FOUND HERE LTD approval and may also be subject to the approval procedures of the Retailer approvals in all cases being in writing and to be provided to the Supplier prior to the first date of the In Store Period;
(b) respond promptly providing any requested information in response to any requests from FOUND HERE LTD whether on its own behalf or that of the Retailer concerning any matter arising under or associated with this Contract;
(c) comply with all requirements made of the Supplier under the Store Pack;
(d) maintain confidentiality around the offer of the Concession/Pop Up until such time as is agreed with FOUND HERE LTD that marketing may be undertaken (marketing to be undertaken in compliance with requirements if any within the Store Pack and as permitted by this Agreement);
(e) take such action as is reasonably required to ensure that it has suitable appropriately experience personnel available and recruited in advance to operate the Concession/Pop Up during the Designated Hours of Operation on each day that the Retailer has the store open for business;
(f) staff the Concession/pop Up at throughout the opening ours of the Store referred to in the Booking Form;
(g) provide to FOUND HERE LTD details of all personnel that will operate the Concession/Pop Up keeping the same up to date for the duration of the In Store Period. Any requirements of the Store Pack for notifications of this information directly to the Retailer shall also be complied with by the Supplier;
(h) provide for sale at the store reasonable quantities of Stock that are to be made available for sale and restrict Products for sale and all marketing literature and notices at the Location to the Approved Products;
(i) take possession of and maintain securely in its possession the Credit Card Machine as required by FOUND HERE LTD and if necessary the Retailer using the same exclusively in the course of operation of the Concession/Pop Up;
(j) transact all sales through the provided Credit Card Machine. No advance orders or arrangements for deferred payment are to be offered or committed to by the Supplier. It is of essence to this Agreement that all sales are fully accounted for through transactions effected during the In Store Period this being the basis upon which commission is to be accounted for by FOUND HERE LTD to the Retailer;
(k) comply at all times with health and safety regulations and guidance applicable as notified by the Retailer and take party in any evacuation procedure tests that may arise during its attendance at the relevant store;
(l) if required by the Retailer agree to any co-branding activities that the Retailer may require;
5.2 The Supplier undertakes to FOUND HERE LTD that for the In-Store Period in its conduct of the Concession/Pop Up it shall:
(a) participate and ensure that its personnel participate in any induction procedures required to be undertaken by the Retailer;
(b) in the event of any incidences where an epidemic or pandemic is declared or any security incident requiring the Retailer to take action in the interests of the well being of staff and customers comply with all requirements of the Retailer;
(c) use best endeavours to ensure that the Concession/Pop Up is resourced with personnel in attendance during all Designated Hours of Operation;
(d) ensure that personnel on duty at the store wear appropriate uniforms or other corporate style clothing having regard in particular to any requirements set out in the Store Pack;
(e) ensure that personnel on duty at the store conduct themselves appropriately presenting a positive image to the Retailer and Customers;
(f) conduct all sales activity responsibly avoiding any misrepresentation or erroneous descriptions of Products and claims associated with Products made available for sale;
(g) conduct all sales transactions on a basis that does not impose on FOUND HERE LTD any term or condition of sale that it would not itself accept responsibility for and always at the Sell Price.
(h) have on display at all times that the Concession/Pop Up is in operation the Customer Notice in the terms provided by FOUND HERE LTD without amendment (failure to comply with this during the Designated Hours of Operation) being a material breach of this agreement not capable of remedy).
(i) conduct any external marketing activity concerning its participation in the Concession/Pop Up professionally complying with any guidance provided by FOUND HERE LTD and in the Store Pack (acknowledging also that marketing activity must at all times be conducted with full regard to the obligations in this Agreement and the Store Pack relating to confidentiality and confidential information).
(j) Permit FOUND HERE LTD to take responsibility of the management of all customer returns and complaints arising during and following termination of the Contract subject to FOUND HERE LTD liasing with the Supplier and the Supplier accordingly co-operating with any enquiries and actions that FOUND HERE LTD acting reasonably considers necessary to resolve all issues arising. The Supplier shall accordingly promptly notify FOUND HERE LTD of any customer returns and/or complaints received and shall take no action without the prior consent in writing of FOUND HERE LTD .
5.3 Following completion of the In Store Period the Supplier undertakes:
(a) to vacate the Location and arrange for the removal of any equipment it may have supplied and all unsold Stock as soon as practicable and in line with any requirements in the Store Pack;
(b) return immediately to the custody of FOUND HERE LTD the Credit Card Machine;
(c) promptly review and approve or raise a request for clarification over any revenue statements provided by FOUND HERE LTD for approval by the Supplier and when agreed raise its invoice for payments due to the Supplier in accordance with the Terms and Conditions of Supply;
(d) deal promptly with any customer feedback received and where the provisions of clause 5.2(g) applies follow the procedures required by that clause.
(e) co-operate in any audit or other enquiries made whether directly to the Supplier or through FOUND HERE LTD by the retailer or by FOUND HERE LTD or any party acting on behalf of either or both of the Retailer and FOUND HERE LTD ;
6. Price and Payment
6.1 Immediately prior to the sale of an Approved Product to the consumer, in consideration of FOUND HERE LTD agreeing to purchase at the sale price provided for by the Terms and Conditions of Supply (together with VAT where applicable) title and risk in the relevant Approved Product (each a “Sale Product”) will pass to FOUND HERE LTD and the sale to the consumer will be between FOUND HERE LTD and the consumer. Each such transaction will be deemed to be warranted by the Supplier as providing FOUND HERE LTD with clear title to the relevant Sale Product.
6.2 The Sell Price set by the Supplier at the point of sale for each Sale Product will be deemed to include VAT at the appropriate rare irrelevant of whether the Supplier is VAT registered. It is the Supplier’s responsibility to ensure that the Sell Price of its Products adequately covers the inclusion of appropriate VAT at the point of sale.
6.3 FOUND HERE LTD will provide the Supplier within 5 days of the end of the In Store Period, a report listing all Product sales at Net Sell Price based upon data extracted from the Credit Card Machine.
6.4 The Supplier will provide FOUND HERE LTD (to correspond with the data provided pursuant to 6.4) an invoice for value of the Approved Products based upon:
(a) the sale price of the Products to FOUND HERE LTD aggregated; and
(b) from that aggregate a reduction based upon the Retailer’s claim to commission on the Sell Price at the rate specified in the Booking Form.
6.5 Within 5 days of the end of the In Store Period, FOUND HERE LTD will send to the Supplier an invoice for the full Rental Fee.
6.6 Upon receipt of the Supplier invoice as referred to at paragraph 6.6 FOUND HERE LTD will remit within 30 days of the month end following the month of receipt the value of the Supplier invoice less the balance of the Rental Fee due (taking into account the amount paid as a deposit).
7. Returns
7.1 FOUND HERE LTD may be advised directly by a consumer should the consumer require a refund for a defective Approved Product.
7.2 The Supplier undertakes:
(a) to co-operate with FOUND HERE LTD in all matters relating to any return of Products required by a consumer;
(b) to notify FOUND HERE LTD in the event that it becomes aware that a consumer wishes to return any Approved Product by the consumer from a Concession/Pop Up operated under a Contract;
(c) to permit FOUND HERE LTD to conduct all discussions and negotiations with the consumer required in connection with the proposed or actual return in order to assess the validity of any consumer claim arising in connection with the relevant Approved Product;
(d) to permit FOUND HERE LTD to manage any product recall arrangements affecting Approved Products in the manner provided for in the Terms and Conditions of Supply; and
(e) without prejudice to the generality of clause 8.1 to indemnify FOUND HERE LTD on demand against all costs and expenses incurred by FOUND HERE LTD arising out of the circumstances of the return.
7.3 FOUND HERE LTD will provide the consumer with pre-paid label to return the Approved Product directly to the Supplier who will advise FOUND HERE LTD immediately upon receipt.
7.4 The sales report issued pursuant to 5.3(c) will be amended to reflect the consequent reduction in sales.
7.5 The provisions of this clause 7 shall survive termination of a Contract for so long as a Product sold is within the relevant warranty period for that Product.
8. Indemnity
8.1 The Supplier shall indemnify FOUND HERE LTD against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by FOUND HERE LTD arising out of or in connection with:
(i) any claim advanced against FOUND HERE LTD by the Retailer or any other party arising from any matter involving breach of this agreement, negligence, deliberate fault, any act or omission of the Supplier or its personnel which the Supplier is expressly aware or having regard to all information available to the Supplier prior to and during the In Store Period the Supplier ought to consider to be a matter under which a liability to a third party may arise against FOUND HERE LTD and which is likely to or may arise;
(ii) any claim made against FOUND HERE LTD 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 Products, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(iii) any claim made against FOUND HERE LTD by a third party for death, personal injury or damage to property arising out of or in connection with any acts or omissions of the Supplier or its personnel in the course of conducting business or from being in attendance at the Retailer’s store, defects in Approved Products, to the extent that the defects in the Approved Products are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
(iv) any claim made against FOUND HERE LTD by a third party arising out of or in connection with the supply of the Products, 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.
8.2 This clause 8 shall survive termination of the Contract.
9.1 The Supplier grants to FOUND HERE LTD the additional non-exclusive right to sub-licence to the Retailer the Trade Marks use by the Retailer limited to the promotion of the Concession/Pop Up that is the subject of this Contract and limited in time to the duration of period prior to and the In Store Period.
9.2 FOUND HERE LTD shall use reasonable endeavours to procure that the Retailer complies with all rules for the use of the Trade Marks reasonably required and issued by the Supplier (including those set out in any branding manual issued by the Supplier) and shall not, without the prior written consent of the Supplier whilst in the possession of the Retailer:
(a) alter or make any addition to the labelling or packaging of the Products in proximity to the Trade Marks; or
(b) alter, deface or remove any reference to the Trade Marks, any reference to the Supplier or any other name attached or affixed to the Products or their packaging or labelling.
10. Products Recall
10.1 For the purpose of clause 14.1 of the Terms and Conditions of Supply reference to “Customer” shall be deemed to include the Retailer.
11. Termination
11.1 FOUND HERE LTD may by notice in writing to the Supplier terminate the Contract with immediate effect in the event that the Supplier is in breach of any obligation of this Contract (whether an obligation under the Terms and Conditions of Supply or any other term of a Contract). Such termination shall not limit FOUND HERE LTD ’s other rights or remedies.
11.2 Notwithstanding any provision under the Terms and Conditions of Supply providing rights for the Supplier to terminate the Contract the Supplier agrees that it shall not exercise any right of termination available to it prior to the last day of the In Store Period.
12. General
12.1 Confidentiality
(i) In the event that the Retailer requires the Supplier to enter into any non disclosure agreement the Retailer agrees to do so and undertakes to FOUND HERE LTD that it shall promptly do so at the request of the Retailer and at its sole cost and expense.
(ii) Notwithstanding the foregoing the duty of confidentiality set out at clause 16.1 of the Terms and Conditions of Supply extends to information that the Supplier may obtain concerning the business, affairs, customers (who do not become customers of the Supplier), clients or supplier of the Retailer.
(iii) The Supplier undertakes that it shall not use any of the Retailer’s confidential information for any purpose other than to perform its obligations under this Contract.
Found Here Ltd
Terms and Conditions of Supply (amended for the purpose of Concession/Pop Up arrangement). The full terms and conditions shall apply to all other transactions between the parties
CONDITIONS
1. Not Used
2. Not Used
3. Orders
3.1 Where pricing has not already been agreed between the parties in writing (in which case pricing shall be binding upon the Supplier) the Supplier will provide initial quotations for Products to be supplied when invited to do so. The quotation will be provided with a “valid to date”, the Supplier acting reasonably in doing so.
3.2 All Orders placed by FOUND HERE LTD shall be:
(a) based upon the specification of the Products as provided by the Supplier against which the Order has been raised; and
(b) provided to the Supplier strictly upon the acceptance or continued acceptance by the Supplier of these Conditions.
3.3 These Conditions and other documents that form any individual contract shall apply to the exclusion of any other terms that the Supplier seeks to impose or incorporate, including any terms attached to any quotation or order confirmation provided, any marketing materials or other communication or which are implied by trade, custom or course of dealing. FOUND HERE LTD only contract on these terms taking into account its obligations to Customer(s) of FOUND HERE LTD and other considerations including insurances available to FOUND HERE LTD in respect of the business activities associated with this Agreement.
3.4 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced with reasonable care and attention having been given to the same concerning relevant Products. They shall not form part of the contract or have any contractual force, unless such items have expressly been incorporated into the contract through agreement in writing on the part of FOUND HERE LTD .
4. The Products
4.1 The Supplier warrants that the Products shall:
(a) correspond with their description;
(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 FOUND HERE LTD expressly or by implication, and in this respect FOUND HERE LTD 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 or if relevant any Best Before or Use By date stipulated by the manufacturer;
(d) not infringe any third party’s intellectual property rights;
(e) comply with all applicable statutory and regulatory requirements and standards relating to (where relevant) the, pre-manufacturing storage of raw materials, and the manufacture, labelling, packaging, storage, handling and delivery of the Products; and
(f) not infringe the intellectual property rights of any third party either in relation to the Products themselves or in relation to the packaging and branding associated with the Products.
4.2 The Supplier undertakes to inform FOUND HERE LTD in writing giving notice sufficient for FOUND HERE LTD to notify its Customer(s) (including any requirement to amend a customer contract) and providing information in reasonable detail to FOUND HERE LTD of:
(a) any amendment that it has made to any recipe used in the Products; and/or
(b) any amendment to its manufacturing and/or packaging processes that could impact upon FOUND HERE LTD in its contracts with its Customer(s)..
4.3 The Supplier warrants that any accreditations that the Supplier represents that it holds in connection with Products supplied under this Agreement, its procurement of raw materials and any manufacturing processes as the case may be are true and shall remain true (this being a continuing warranty relied upon by FOUND HERE LTD for so long as this Agreement is in effect provided that the Supplier is entitled to and shall notify FOUND HERE LTD of any variation to or loss or removal of accreditations that are the subject of this warranty promptly upon such circumstances arising).
4.4 The Supplier shall, on request (within 1 Business Day), provide certificates or other documentary evidence and explanations to prove compliance with the warranties at clause 4.1(e)and clause 4.1(f) and4.4 of this Contract as TPE may require from time to time.
4.5 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.
4.6 FOUND HERE LTD has the right to enter the Supplier’s premises together with any professional advisors or consultants of FOUND HERE LTD to inspect the manufacturing (including storage facilities both pre and post manufacture) and test the Products at any time. Inspections carried out pursuant to this clause 4.7shall be carried out during business hours on reasonable notice to the Supplier, provided that, in the event of FOUND HERE LTD having been made aware of any circumstances that in FOUND HERE LTD ’s opinion could constitute a breach of any warranty given by the Supplier under these Conditions, the Supplier shall grant FOUND HERE LTD immediate access to its premises. The premises subject to this clause 4.7shall include any separate premises of the Supplier at which raw materials or finished Products are stored.
4.7 If following such inspection or testing FOUND HERE LTD considers that:
(a) the premises, any working practices or processes associated with the manufacture of the Products; or
(b) the products as manufactured
do not conform or are unlikely to comply with the Supplier’s warranties at clause 4.1 to 4.3; then
FOUND HERE LTD shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance FOUND HERE LTD being entitled in the meantime to cancel any outstanding order and return any Products against which an assurance cannot be given by the Supplier that the Products at the time of supply did not infringe any relevant warranty given by the Supplier.
4.8 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Products and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract, and FOUND HERE LTD shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
4.9 The Supplier agrees that during the term of the Contract, the Supplier shall not without FOUND HERE LTD ’s prior written consent whether directly or indirectly canvas or solicit business from any Customer in respect of Products which are the same as or have substantially similar characteristics to Products that are being or have in the previous 12 month period been supplied under these Terms and Conditions to FOUND HERE LTD with knowledge of there onward sale to that Customer.
5. Delivery
5.1 The Supplier shall ensure that:
(a) the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition;
5.2 Where Products are to be Delivered to FOUND HERE LTD at any time on or after 1 January 2024 and the Products or any of them are subject to UKCA Marking the Products shall be in full compliance with the relevant regulations FOUND HERE LTD being entitled (without prejudice to any other remedies it may have under these Conditions) to reject the Products and require their uplifting from the Delivery Location at the expense of the Supplier.
6. FOUND HERE LTD remedies
6.1 If the Products are not delivered on the relevant Delivery Date, or do not comply with the warranties set out in clause 4.1 and 4.4, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Products, FOUND HERE LTD may exercise any one or more of the following remedies:
(a) to terminate the Contract;
(b) to reject the Products (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 Products, or to provide a full refund of the price of the rejected Products (if paid);
(d) to refuse to accept any subsequent delivery of the Products which the Supplier attempts to make;
(e) to recover from the Supplier any costs incurred by FOUND HERE LTD in obtaining substitute roducts from a third party; and
(f) to claim damages for any other costs, loss or expenses incurred by FOUND HERE LTD which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
6.2 These Conditions shall apply to any repaired or replacement Products supplied by the Supplier.
6.3 FOUND HERE LTD ‘s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
7. Title and risk
7.1 Title to Products purchased by FOUND HERE LTD shall pass from the Supplier to FOUND HERE LTD on completion of delivery save in respect of any Consignment Stock in respect of which title in each unit of stock so provided shall transfer at the point of sale of the relevant unit to a Customer.
8. Not Used
9. Price and payment
9.1 No extra charges shall be effective unless agreed in writing and signed by FOUND HERE LTD .
9.2 FOUND HERE LTD shall pay correctly rendered invoices within 30 days following month end for the month of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
9.3 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 interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.4 FOUND HERE LTD may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to FOUND HERE LTD against any liability of FOUND HERE LTD to the Supplier.
10. Indemnity
10.1 The Supplier shall indemnify FOUND HERE LTD against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by FOUND HERE LTD arising out of or in connection with:
(a) any claim made against FOUND HERE LTD 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 Products, 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 FOUND HERE LTD by a third party for death, personal injury or damage to property arising out of or in connection with defects in Products, to the extent that the defects in the Products are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
(c) any claim made against FOUND HERE LTD by a third party arising out of or in connection with the supply of the Products, 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.
10.2 This clause 8 shall survive termination of the Contract.
11. Insurance
11.1 During the term of the Contract and for a period of one year thereafter, the Supplier shall maintain in force, with a reputable insurance company Products liability insurance of not less than £5 million and public liability insurance of not less than £5 million to cover the liabilities that may arise under or in connection with the Contract and shall ensure that at all times it is in compliance with the requirements of insurers including any Product Source Requirement that may form a condition of the policy. The Supplier shall, on FOUND HERE LTD ‘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.
11.2 In the event that any circumstance requires the same the Supplier shall have in effect and provide evidence equivalent to that referred to in clause 11.1 of professional indemnity cover being in effect an appropriate level of cover.
12. Compliance with relevant laws and policies
12.1 In performing its obligations under the Contract, the Supplier shall:
(a) comply with all applicable laws, statutes, and regulations from time to time in force, including but not limited to the Bribery Act 2010 and compliance with legislation concerning dealings with Sanctioned Territories ; and
(b) notify FOUND HERE LTD in writing if it becomes aware of any breach of clause 12.1(a).
12.2 The Supplier shall ensure that any of its agents, consultants, contractors, subcontractors or other persons engaged in performance of the Supplier’s obligations under this Contract do so only on the basis of a written contract which imposes on and secures terms requiring such persons to comply with the Bribery Act 2010 (the ‘Anti-Bribery Terms’). The Supplier shall be responsible for the observance and performance by such persons of the Ant-Bribery Terms, and shall be directly liable to FOUND HERE LTD for any breach by such persons of any of the Anti-Bribery Terms.
12.3 FOUND HERE LTD may immediately terminate the Contract for any breach of clause 12 by the Supplier.
13. Trade Marks
13.1 The Supplier grants to FOUND HERE LTD the non-exclusive right, in the Territory, to use the Trade Marks in the promotion, advertisement and sale of the Goods Products (with rights at no additional consideration to sublicence its Customer(s) for purposes strictly limited to promotion, advertisement and sale of Products), subject to, and for the duration of, this aContract. FOUND HERE LTD acknowledges and agrees that all rights in the Trade Marks shall remain in the Supplier, and that FOUND HERE LTD has and will acquire no right in them by virtue of the discharge of its obligations under this Contract, except for the right to use the Trade Marks as expressly provided in this Contract.
13.2 FOUND HERE LTD shall comply with all rules for the use of the Trade Marks reasonably required and issued by the Supplier (including those set out in any branding manual issued by the Supplier) and shall not, without the prior written consent of the Supplier:
(a) alter or make any addition to the labelling or packaging of the Products in proximity to the Trade Marks; or
(b) alter, deface or remove any reference to the Trade Marks, any reference to the Supplier or any other name attached or affixed to the Products or their packaging or labelling.
13.3 FOUND HERE LTD shall not sub-license, assign, transfer, charge, or otherwise encumber the right to use, reference, or designate the Trade Marks to any other party, except as otherwise expressly permitted under this Agreement.
13.4 FOUND HERE LTD shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or reputation.
13.5 FOUND HERE LTD shall immediately on request and at the expense of the Supplier enter any further agreements with the Supplier, in a form satisfactory to the Supplier, necessary for the recording, registration or safeguarding of the Supplier’s Trade Mark rights for the marketing of the Products under the Trade Marks.
13.6 Each party shall promptly give notice in writing to the other if it becomes aware of:
(a) any infringement or suspected infringement of the Trade Marks or any other intellectual property rights relating to the Products within the Territory; or
(b) any claim that any Products or the manufacture, use, sale or other disposal of any Products within the Territory, whether or not under the Trade Marks, infringes the rights of any third party.
13.7 In respect of any matter that falls within clause 13.6(a):
(a) the Supplier shall in its absolute discretion, decide what action to take in respect of the matter (if any);
(b) the Supplier shall conduct and have sole control over any consequent action that it deems necessary; and
(c) the Supplier shall pay all costs in relation to that action and shall be entitled to all damages and other sums that may be paid or awarded as a result of that action.
13.8 In respect of any matter that falls within clause 13.6(b):
(a) the Supplier and FOUND HERE LTD shall agree:
(i) what steps to take to prevent or terminate the infringement; and
(ii) the proportions in which they shall share the cost of those steps and any damages and other sums that may be awarded to or against them; and
(b) failing agreement between the parties, either party may take any action as it considers necessary or appropriate, at its own expense, to defend the claim and shall be entitled to and responsible for all damages and other sums that may be recovered or awarded against it as a result of that action.
13.9 Each party shall, at the request and expense of the other, provide any reasonable assistance to the other (including the use of its name in, or being joined as a party to, proceedings) with any action to be taken by the other party under this clause 11, provided that that party is given such indemnity as it may reasonably require against any losses, costs and expenses it may incur as a result of or in connection with providing such assistance.
13.10 The Supplier alone is responsible for the registration and maintenance of any marks or designs that relate to the Product. FOUND HERE LTD shall not obtain or try to obtain or register for itself anywhere in the world any trade marks or trade names the same as or similar to the Trade Marks.
13.11 FOUND HERE LTD shall not use the Trade Marks as part of the name under which FOUND HERE LTD conducts its business, or any connected business, or under which it sells or services any Products (except the Products), or in any other way, except as expressly permitted under this Contract.
14. Upon termination of this Contract for any reason of this Contract, FOUND HERE LTD will immediately stop using all or any part of the Trade Marks
15. Products Recall
15.1 If FOUND HERE LTD is the subject of a request, court order or other directive of a Customer, a governmental authority or a regulatory authority or is contractually obliged (through its agreement with a Customer) to withdraw any of the Products from the market (‘Recall Notice’) or has reason to believe that there is a significant probability that such a Recall Notice may be issued (“Circumstances of Concern”), FOUND HERE LTD shall immediately:
(a) in Circumstances of Concern, consult with the Supplier providing in reasonable detail information relating to the Circumstances of Concern;
(b) in circumstances in which a Recall Notice has been received;
(i) notify the Supplier in writing;
(ii) promptly provide the Supplier with a copy of any Recall Notice received;
(iii) provide copies of any other formal notifications that FOUND HERE LTD has received concerning any requested or required withdrawal of the Products from the market; and
(iv) full particulars (insofar as it is lawfully able to give) of the circumstances that have led to the requested or required withdrawal of the Products from the market.
15.2 Insofar as is reasonably practicable and having regard to any reasonable requirements of any insurer having an interest in the matter, FOUND HERE LTD shall consult with the Supplier concerning the circumstances that have resulted in the issue of the Recall Notice and, without prejudice to each party’s rights arising under this Contract and without prejudice to the rights of FOUND HERE LTD to determine its own response to any such circumstances arising, FOUND HERE LTD and the Supplier shall seek to agree what further actions (if any) should be taken.
16. Anti-Bribery
16.1 Consistent with its general compliance obligations under clause 12.1 FOUND HERE LTD shall:
(a) comply with all applicable laws, statutes, regulations and codes (if relevant) relating to anti-bribery and anti-corruption including 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) have and shall maintain in place throughout the Term its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and where relevant clause 16.1(b), and will enforce them where appropriate;
(d) notify the Supplier (in writing) if it becomes aware of any breach of clause 16.1(a)or clause 16.1(b), or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of this Contract.
(e) immediately notify FOUND HERE LTD (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 direct or indirect owners, officers or employees at the date of this Contract.
(f) within one month of the date of this Contract and annually thereafter, certify to the Supplier in writing signed by an officer of the Supplier compliance with this clause 16.1 by the Supplier. The Supplier shall provide such supporting evidence of compliance as FOUND HERE LTD may reasonably request.
17. Termination
17.1 Without limiting its other rights or remedies, either party may terminate the Contract on giving not less than six months’ written notice to the other party.
17.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Contract is in jeopardy.
17.3 For the purposes of clause 17.2(a)a material breach means:
(a) a breach of any of the warranties set out at clause 4.1 to 4.2; and
(b) a breach that has a serious effect on the benefit the terminating party would otherwise derive from the Contract.
In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
17.4 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
17.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
18. General
18.1 Force majeure.
(a) Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:
(i) acts of God, flood, drought, earthquake or other natural disaster;
(ii) epidemic or pandemic or material escalation thereof;
(iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(iv) nuclear, chemical or biological contamination or sonic boom;
(v) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant or renew a necessary licence or consent;
(vi) collapse of buildings, fire, explosion or accident;
(vii) any labour or trade dispute, strikes, industrial action or lockouts;
(viii) non-performance by suppliers or subcontractors; and
(ix) interruption or failure of utility service.
(b) Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event provided that it:
(i) as soon as reasonably practicable after the start of the Force Majeure Event, notifies the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under this Contract; and
(ii) use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
(c) If FOUND HERE LTD or it is advised that any Customeris affected by a Force Majeure Event, FOUND HERE LTD may suspend any required Delivery Date or vary a Delivery Date by such period as is reasonable in the circumstances provided that where a Delivery Date is suspended FOUND HERE LTD gives the Supplier seven days’ written notice of a required new Delivery Date and the Supplier agrees to be bound by this clause 17.1(c).
(d) In the event that FOUND HERE LTD is unable to effect delivery of any Products to a Customer due to circumstances of Force Majeure it may return the affected Products to the Customer and receive a credit note together with repayment in full in respect of the affected Products.
(e) If the period of delay or non-performance continues for 13 weeks, the party not affected may terminate this Contract by giving seven days’ written notice to the affected party.
18.2 Subcontracting. The Supplier may not subcontract any or all of its rights or obligations under this Contract without the prior written consent of FOUND HERE LTD . If FOUND HERE LTD consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all acts and omissions of its subcontractors as if they were its own.
18.3 Confidentiality.
(a) Each party undertakes that it shall not at any time during this period of this Contract and for a period of two years after termination of this Contract disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses the other party’s confidential information comply with this clause 18.3(b); and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract.
18.4 Entire agreement. This 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.
18.5 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.6 Waiver. 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.
18.7 Severance. 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.
18.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered by hand, or sent by pre-paid first class post or other next working day delivery service, email.
(b) A notice or other communication shall be deemed to have been received: if delivered by hand, when left at the address referred to in clause 18.8(a); 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, if sent by email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18.9 Assignment
(a) FOUND HERE LTD may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract provided that it gives prior written notice of such dealing to the Supplier.
(b) The Supplier shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.
18.10 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
18.11 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.
18.12 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 this Contract or its subject matter or formation.
Schedule 1 Purchase Order form
Not Used
Schedule 2 Trade Marks