BACKGROUND:

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Alutherm understands that your privacy is important to you and that you care about how your personal data is used. We respect and value the privacy of everyone who visits this website, https://www.alutherm.co.uk (“our Site”) and only collect and use your personal data as described in this Privacy Policy. Any personal data We collect will only be used as permitted by law.

Please read this Privacy Policy carefully and ensure that you understand it. 

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1.    Information About us

our Site is owned and operated by Feel Warm Glazing Ltd, a limited company registered in England under company number 10159842.

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2.    What Does This Policy Cover?

This Privacy Policy applies only to your use of our Site. our Site may contain links to other websites. Please note that We have no control over how your data is collected, stored, or used by other websites and We advise you to check the privacy policies of any such websites before providing any data to them.

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3.    What Is Personal Data?

Personal data is defined by the General Data Protection Regulation (EU Regulation 2016/679) (the “GDPR”) and the Data Protection Act 2018 (collectively, “the Data Protection Legislation”) as ‘any information relating to an identifiable person who can be directly or indirectly identified in particular by reference to an identifier’.
Personal data is, in simpler terms, any information about you that enables you to be identified. Personal data covers obvious information such as your name and contact details, but it also covers less obvious information such as identification numbers, electronic location data, and other online identifiers.

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4.    What Are My Rights?

Under the Data Protection Legislation, you have the following rights, which We will always work to uphold:

a)    The right to be informed about our collection and use of your personal data. This Privacy Policy should tell you everything you need to know, but you can always contact us to find out more or to ask any questions using the details in Part 10.
b)    The right to access the personal data We hold about you. Part 9 will tell you how to do this.
c)    The right to have your personal data rectified if any of your personal data held by us is inaccurate or incomplete. Please contact us using the details in Part 10 to find out more.
d)    The right to be forgotten, i.e. the right to ask us to delete or otherwise dispose of any of your personal data that We hold. Please contact us using the details in Part 10 to find out more.
e)    The right to restrict (i.e. prevent) the processing of your personal data.
f)    The right to object to us using your personal data for a particular purpose or purposes.
g)    The right to withdraw consent. This means that, if we are relying on your consent as the legal basis for using your personal data, you are free to withdraw that consent at any time.
h)    The right to data portability. This means that, if you have provided personal data to us directly, we are using it with your consent or for the performance of a contract, and that data is processed using automated means, you can ask us for a copy of that personal data to re-use with another service or business in many cases.
i)    Rights relating to automated decision-making and profiling. We do not use your personal data in this way.

For more information about our use of your personal data or exercising your rights as outlined above, please contact us using the details provided in Part 10.

It is important that your personal data is kept accurate and up-to-date. If any of the personal data We hold about you changes, please keep us informed as long as We have that data.
Further information about your rights can also be obtained from the Information Commissioner’s Office or your local Citizens Advice Bureau.

If you have any cause for complaint about our use of your personal data, you have the right to lodge a complaint with the Information Commissioner’s Office. We would welcome the opportunity to resolve your concerns ourselves, however, so please contact us first, using the details in Part 10.

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5.    What Personal Data Do You Collect and How?

Subject to the following, We do not collect any personal data from you. We do not place cookies on your computer or device, nor do We use any other means of data collection.

our Site collects certain information automatically, including your IP address, the type of browser you are using, and certain other non-personal data about your computer or device such as your operating system type or version, and display resolution.

If you send us an email, We may collect your name, your email address, and any other information which you choose to give us. For the purposes of the Data Protection Legislation, we are the data controller responsible for such personal data.

The lawful basis under the Data Protection Legislation that allows us to use such information is article 6(1)(f) of the GDPR which allows us to process personal data when it is necessary for the purposes of our legitimate interests, in this case, the proper operation and functionality of our Site.

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6.    How Do You Use My Personal Data?

Where We collect any personal data, it will be processed and stored securely, for no longer than is necessary in light of the reason(s) for which it was first collected. We will comply with our obligations and safeguard your rights under the Data Protection Legislation at all times. For more details on security see Part 7, below.

As stated above, We do not generally collect any personal data directly from you, but if you contact us and We obtain your personal details from your email, We may use them to respond to your email. The other technical data referred to above is necessary for the technical operation of our Site.

Any and all emails containing your personal data will be deleted no later than 5 Years after we were intially provided with it and no other personal data will be retained for any longer than is necessary.

We will not share any of your personal data with any third parties for any purposes.

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7.    How and Where Do You Store My Data?

We will only store your personal data in the UK. This means that it will be fully protected under the Data Protection Legislation.

Personal data security is essential to us, and to protect personal data, We take the following measures:

•    limiting access to your personal data to those employees, agents, contractors, and other third parties with a legitimate need to know and ensuring that they are subject to duties of confidentiality;
•    procedures for dealing with data breaches (the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, your personal data) including notifying you and/or the Information Commissioner’s Office where we are legally required to do so;

8.    Do You Share My Personal Data?

We will not share any of your personal data with any third parties for any purposes, subject to the following exceptions.

If We sell, transfer, or merge parts of our business or assets, your personal data may be transferred to a third party. Any new owner of our business may continue to use your personal data in the same way that We have used it, as specified in this Privacy Policy (i.e. to communicate with you).

In some limited circumstances, We may be legally required to share certain personal data, which might include yours, if we are involved in legal proceedings or complying with legal obligations, a court order, or the instructions of a government authority.

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9.    How Can I Access My Personal Data?

If you want to know what personal data We have about you, you can ask us for details of that personal data and for a copy of it (where any such personal data is held). This is known as a “subject access request”.

All subject access requests should be made in writing and sent to the email or postal addresses shown in Part 10. 

There is not normally any charge for a subject access request. If your request is ‘manifestly unfounded or excessive’ (for example, if you make repetitive requests) a fee may be charged to cover our administrative costs in responding.

We will respond to your subject access request within 10 working days and, in any case, not more than one month of receiving it. Normally, We aim to provide a complete response, including a copy of your personal data within that time. In some cases, however, particularly if your request is more complex, more time may be required up to a maximum of three months from the date We receive your request. You will be kept fully informed of our progress.

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10.    How Do I Contact You?

To contact us about anything to do with your personal data and data protection, including to make a subject access request, please use the following details

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Email address: info@alutherm.co.uk
Telephone number: 01785 503 832.
Postal Address: Unit 16, Simwood Court, Beacon Business Park, Stafford, ST18 0DG.

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11.    Changes to this Privacy Policy

We may change this Privacy Notice from time to time. This may be necessary, for example, if the law changes, or if We change our business in a way that affects personal data protection.

Any changes will be immediately posted on our Site and you will be deemed to have accepted the terms of the Privacy Policy on your first use of our Site following the alterations. We recommend that you check this page regularly to keep up-to-date. This Privacy Policy was last updated in July 2021.

1. INTERPRETATION

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1.1 Definitions. In these Conditions, the following definitions apply:

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Business Day: a day (other than a Saturday, Sunday or public holiday) when UK clearing banks in the city of London are open for general business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: The company, firm or person who purchases the Goods from the Supplier.

Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy

Force Majeure Event: has the meaning given in clause 10.

GDPR: General Data Protection Regulation ((EU) 2016/679).

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Goods and or the technical assistance (if applicable), as set out in the Customer’s written acceptance of the Supplier’s quotation and the Specification.

Supplier: Alutherm

Specification: any specification for the Goods, including any related plans, measurements and CAD drawings, that is agreed in writing by the Customer and the Supplier.

1.2 Construction. In these Conditions, the following rules apply:

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(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors or permitted assigns.

(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes e-mails.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate and the Supplier shall not begin to manufacture or otherwise prepare the Goods until the Customer returns an executed copy of the Specification to the Supplier, confirming that it has checked and approves the Specification.

2.3 The Goods supplied are both bar length and made to measure. The Supplier shall supply / manufacture the Goods according to the measurements provided by the Customer. The Supplier cannot accept return of the Goods or any claim for a refund if the reason for the return is because the Customer provided the Supplier with incorrect measurements. The Customer is therefore fully responsible for ensuring that material quantities and or dimensions are taken in the correct manner (and in accordance with any directions provided by the Supplier) and that they are correct and accurate.

2.4 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order (“Order Confirmation“), at which point the Contract shall come into existence.

2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues, brochures and/or its website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 28 Business Days from its date of issue.

3. GOODS

3.1 The Goods are described in the Specification.

3.2 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.3 The Supplier reserves the right to amend the Specification without giving notice if required by any applicable statutory or regulatory requirements.

4. DELIVERY

4.1 The Supplier shall ensure that:

(a) Each delivery of the Goods is accompanied by a delivery note which shows the date of the delivery, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered;

(b) The Customer must inspect on delivery to ensure the Goods delivered match those on the delivery note; and

(c) If the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

4.2 The Supplier shall deliver the Goods to the location set out in the Order (or such other location as the Supplier may agree in writing (“Delivery Location“) at any time after the Supplier notifies the Customer that the Goods are ready. The Customer shall not be permitted to alter the Delivery Location on less than 48 hours’ notice.

4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location prior to the unloading of the Goods at the Delivery Location.

4.4 The Customer shall be responsible for unloading the Goods at the Delivery Location and shall ensure that the necessary personnel, equipment and materials are available for such purpose upon the Goods’ arrival at the Delivery Location. The Supplier shall not be liable for any damage to the Goods or property during the unloading of the Goods.

4.5 Following the inspection at 4.1(b) the Customer shall have 48 hours to notify the Supplier in writing of any issues and shall be deemed to have accepted the Goods following the expiry of that period or, in the case of a latent defect in the Goods 48 hours following the latent defect becoming apparent.

4.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods

4.7 If the Supplier fails to deliver the Goods on the agreed date, its liability shall be limited to ensuring the goods are delivered at the earliest opportunity. The Supplier accepts no liability for consequential loss arising from a late or failed delivery.

4.8 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods including but not limited to a failure to provide accurate measurements.

4.9 It is the responsibility of the Customer to ensure that the Supplier can deliver to the Site in the Supplier’s choice of vehicle. Most deliveries are made by HGV and therefore it is the Customers responsibility to ensure access can be gained by the HGV. Failure to reach a Site delivery address will result in a failed delivery which will result in a delivery being made away from the address provided. In this instance, it is the Customers responsibility to offload the vehicle and this will be classed as the delivery location.

4.10 If the Customer fails to agree to take delivery of the Goods within five Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.11 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, the Supplier can charge in full for the Goods

4.12 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. QUALITY

5.1 The Supplier warrants that on delivery, and for a period of 10 years from the date of delivery (“Warranty Period“), the Goods shall:

(a) conform in all material respects with the Specification;

(b) be free from material defects in design, material and workmanship; and

(c) be fit for any purpose expressly held out by the Supplier.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full if repair or replacement is not available. This excludes consequential loss.

5.3 The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

(b) the defect arises because the Customer or any third party failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of the Supplier following any drawing, design, measurement or Specification supplied and/or approved by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on arrival of the Goods at the Delivery Location.

6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods or services that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and

(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy the Supplier may have the Supplier may at any time:

(a) require the Customer to deliver up all Goods in its possession which have not been irrevocably incorporated into another product; and

(b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.

7.2 The Supplier may, by giving notice to the Customer at any time before delivery (or deemed delivery), increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

7.4 The price of the Goods is exclusive of amounts in respect of value added tax (“VAT”). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

7.5 The Supplier may invoice the Customer for the Goods on or at any time after receipt by the Supplier of the Order.

7.6 Unless otherwise agreed in writing by the Supplier, the Customer shall pay the invoice by BACS or other means of cleared funds prior to delivery or deemed delivery (whichever is earlier). Time of payment is of the essence and the Supplier may withhold delivery of the Goods pending payment by the Customer. For companies with credit accounts payment must be made in line with the terms offered by the Supplier.

7.7 For the avoidance of doubt, all invoices submitted by the Supplier for the Goods shall be payable by the Customer in accordance with this clause 8 regardless of whether any purchase invoice number is referenced or other invoicing requirements of the Customer are satisfied.

7.8 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.9 The Customer shall pay all amounts due under the Contract in full without any setoff, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

7.10 The Customer must inform in writing any change of ownership or change of company name within 7 days of companies’ house being informed. The Supplier reserves the right to withdraw credit facilities at any time and will inform the Customer in writing of any such withdrawal.

8. TERMINATION AND SUSPENSION

8.1 If the Customer becomes subject to any of the events listed in clause 8.2, then without limiting its other rights or remedies the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer.

8.2 For the purposes of clause 8.1, the relevant events are:

(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;

(e) (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;

(f) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;

(g) (being an individual) the Customer is the subject of a bankruptcy petition or order;

(h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2(a) to clause 8.2(h) (inclusive);

(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;

(k) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

8.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause

8.2(a) to clause 8.2(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.

8.5 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 that existed at or before the date of termination.

8.6 The Customer acknowledges and accepts that the Goods are made to measure and bespoke to the Customer’s requirements, therefore the Customer cannot cancel an Order with the Supplier.

8.7 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.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d) defective products under the Consumer Protection Act 1987.

9.2 Subject to clause 9.1:

(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

(i) loss of profit;

(ii) any indirect or consequential loss, arising under or in connection with the Contract;

(b) the Supplier shall not be liable for any losses incurred by the Customer as a result of the Customer providing or approving incorrect measurements of the Goods;

(c) the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

10. FORCE MAJEURE

Neither party shall be in breach of this Contract nor liable for any delay in  performing or failure to perform any of its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

11. DATA PROTECTION AND DATA PROCESSING

11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this Clause 11, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

11.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

11.3 Without prejudice to the generality of Clause 11.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Supplier for the duration and purposes of the Contract.

11.4 Without prejudice to the generality of Clause 11.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:

(a) process that Personal Data only on the written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that Personal Data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;

(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(v) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Customer without undue delay on becoming aware of a Personal Data breach;

(f) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and

(g) maintain complete and accurate records and information to demonstrate its compliance with this Clause 11.

11.5 The Customer consents to the Supplier appointing third parties from time to time (as notified to the Customer from time to time) as a third-party processor of Personal Data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 11.

11.6 Either party may, at any time on not less than 30 days’ notice, revise this Clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

12. GENERAL

12.1 Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

12.2 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 (if it is a company) or its principal place of business (in any other case) 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 personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier or e-mail.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause

12.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission provided that the message is not recalled and no message of non-delivery is received by the sender.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

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12.3 Entire Agreement

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.4 Severance.

(a) 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.

(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.5 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.6 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.

12.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.

12.8 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

12.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including noncontractual disputes or claims).