2.1 above shall not apply to any information which: is or subsequently comes in to the public domain otherwise than by breach of this Clause is already in possession of the receiving party without an accompanying obligation of confidentiality is obtained from a third party who is free to divulge the same is independently and lawfully developed by the recipient or its sub-contractor outside the scope of the Contract by employees who have not had access to the confidential information.
2.4 Both parties shall ensure that they, their employees, agents and sub-contractors shall observe the requirements of the Data Protection Act 1998 and any amendments or revisions thereto in the provision and use of the subject matter of the Contract. Each party shall comply with any request made or direction given by the other that is directly due to the requirements of such Act.
2.5 On conclusion or termination of the Contract the parties shall return or destroy all copies of confidential information obtained from the other except for a secure archive copy that may be retained solely for monitoring compliance with the obligations of confidentiality. The obligations relating to confidentiality shall continue for a period of 5 years from the date of Contract.
then the other party shall have the right forthwith by notice in writing to that party or to the administrator, administrative receiver or to liquidator or to any person in whom the Contract shall have become vested to terminate the Contract.Alternatively the party giving notice may at his sole option give such administrator, administrative receiver, liquidator or other person the option of carrying out the Contract subject to its providing a guarantee for the due and faithful performance of the Contract in such form and up to such amount as the party giving notice shall decide.
6.1 Either party may terminate this Contract forthwith by written notice to the other effective from the date of service of such notice if:there is a breach by the party of any provision of the Contract which expressly entitles the party not in breach to terminate the Contract. there is a material or persistent breach by the other party of any other term of the Contract, which is not remediable, or if it is remediable, has not been remedied within 30 days of the service of the written notice to the defaulting party specifying the breach and requiring it to be remedied.
8.3 Delivery charges are your responsibility. If such charges are not included in the price of the Goods they must be quoted by you and specified separately in the Contract.
8.4 If your business is outside the UK, then delivery will be governed by Incoterms, CIF (Carriage Insurance and Freight) and/or DDP (Delivery Duty Paid).
8.5 Goods shall conform in all respects with the provisions of the Contract and in particular with any specification, drawings, descriptions or samples contained or referenced therein.8.6 Goods supplied under this Contract must conform to any relevant quoted quality standard, and a Certificate of Conformity provided where required and signed by your employee responsible for Quality Assurance.
9.1 If any of the Goods do not comply strictly with any of the terms of the Contract then we may reject them within a reasonable time after delivery and irrespective of whether such Goods have been accepted or paid for and s.15A of the Sale of Goods Act 1979 shall not apply.
9.3 If you do not so replace the rejected Goods forthwith then we shall have the right to purchase elsewhere replacement Goods of the same or similar description. Without prejudice to any other rights which we may have against you, we shall be entitled to recover from you:any payments made in respect of the rejected Goods; and the difference between the price of the rejected Goods and the price of the replacement Goods.
9.4 We may return any rejected Goods to you carriage paid and at your risk.
10.1 You will be responsible for inspection and test of any Goods supplied and ensuring that they meet any quoted reference for manufacture or to specifications or drawings supplied by us as part of the Contract.
10.2 Notwithstanding your obligation under clause10.1 above, we shall have the right to check the progress of work and inspect the Goods at your premises and those of your sub-contractors.
10.3 We may reject any of the Goods or parts thereof that are not in accordance with the Contract.10.4 Any inspection, checking or approval on our behalf under this clause shall not relieve you of any of your obligations under the Contract.10.5 You shall ensure that the terms of your sub-contractors provide for our rights as stated in this clause.
16.1 You undertake to ensure that you, your employees, agents and sub-contractors comply with all health, safety and environmental requirements associated with the Contract. These requirements include all relevant statutory laws and regulations and any codes of practice and British Standards or their equivalent pertaining to health, safety or the environment, which are applicable to the satisfactory performance of the Contract.
16.3 You undertake to ensure that you, your employees, agents or sub-contractors provide all relevant documents as required by the requirements of paragraphs 16.1 and 16.2. Notwithstanding the generality of the previous paragraphs you undertake specifically to ensure that you, your employees, agents and sub-contractors will communicate effectively with regard to safety, health and environmental issues.
17.7 You shall transfer to us the benefit of all work done by you or your sub- Contractors and sub-suppliers in the performance of the Contract up to the date of the Force Majeure notice, and if applicable it shall include the rights in any licensed and developed software and licensed firmware so far as the rights in the same have accrued to us prior to the Force Majeure notice or will do so on the payment under sub-clause 17.6 above.
19.1 The construction, performance and validity of the Contract shall in all respects be governed by English law.
19.2 If any dispute or difference whatsoever shall arise between the parties in connection with or arising out of the Contract, the parties agree prior to any litigation first to try in good faith to resolve the dispute or difference in accordance with the mediation procedure of the Centre for Dispute Resolution. The venue for any mediation shall be London, England. All disputes, differences or questions with respect to any manner arising out of or relating to this Contract shall be finally settled by the courts of law and the parties hereby accept the exclusive jurisdiction of the courts of England.