GOMPELS HEALTHCARE LTD
Terms & Conditions of Purchase of Goods or Services. This document is available as a PDF download here.
INTERPRETATION
In these conditions the following words shall have the following meanings
Agreement - means the contract formed as a result of the Supplier's unconditional acceptance of the Order for the sale and purchase of the Goods and/or the supply and acquisition of the Services and includes any special terms & conditions agreed in writing between the Company and the Supplier, any terms set out in the Order and these Conditions.
Charges - means the charges for the Goods and Services as stated in an Order.
Company - means the GOMPELS HEALTHCARE LTD of No. 1 Swift Way, Bowerhill, Melksham, Wilts SN12 6GX or any of its Subsidiaries or Holding Companies as stated on the Order.
Conditions - means the standard terms & conditions of purchase set out in this document and (unless the context otherwise requires) includes any special conditions agreed in writing between the Company and the Supplier.
Goods - means the goods if any (including any of them or part of them and including their packaging) described in the Order.
Holding Company - has the meaning given in sections 736 and 736A of the Companies Act 1985.
Intellectual Property Rights - means (i) patents, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, know how and confidential information; (ii) all other rights of a similar nature or having an equivalent effect which currently exist anywhere in the world, or are recognised in the future; and (iii) applications, extensions and renewals in relation to any of these rights.
Order - means the Company's instructions (in writing) to supply the Goods or Services (as applicable), incorporating these Conditions, which includes a description of the Goods or Services (as applicable), the Charges and any terms applying to the supply of Goods or Services which are additional to these Conditions.
Personnel - means any director, officer, employee, agent or supplier of the Supplier and includes the employees of any sub-contractor or supplier of Supplier, in each case, involved in the provision of the Services.
Regulations - means all legislation, regulations, codes of practice, guidance or other requirements of any relevant government, governmental or regulatory agency, or other relevant body applicable to the Goods and/or the supply or provision of the Goods and/or Services.
Services - means the services (if any) described in the Order.
Service Levels - means the service levels describing the standards to which the Services are to be performed set out, or otherwise referred to, in the Order (if any).
Specification - means any specification, standards, data, plans, drawings, models or other information relating to the Goods or Services.
Subsidiary - has the meaning given to it in s736 and s736A of the Companies Act 1985.
Supplier - means the person, firm or company who accepts the Company's Order.
Writing - includes facsimile transmissions, electronic communication and comparable means of communication.
Own Label – means in the companies own design / labelled / logoed packaging or plain packaging
1 FORMATION AND INCORPORATION
1.1 Any Order placed by the Company for the purchase of Goods or provision of Services is subject to these Conditions. No other terms and/or conditions (including any terms or conditions written on or attached to any quotation, acknowledgment of acceptance of order, specification, sales invoice, delivery note, form, document or correspondence) sought to be imposed by the Supplier will form part of the Agreement. No conduct of the Company shall
constitute acceptance of any such other terms and conditions and the Supplier waives any right which it otherwise might have had to rely on such terms and conditions.
1.2 Each Order for Goods or provision of the Services by the Company from the Supplier shall be deemed to be an offer by the Company to purchase the Goods or acquire the Services subject to these Conditions in accordance with Condition 1.4.
1.3 Any variation to the Order or these Conditions shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Company and any variation in price, quantity, delivery or other terms or conditions agreed orally shall be confirmed in writing by the Company and the Supplier within 7 days from the date of such agreement, otherwise such variation shall not be binding on either party.
1.4 The Supplier shall accept the Order by expressly giving notice in writing of its acceptance. If the Supplier has not notified the Company of its acceptance or rejection of the Order within 4 (overseas orders 10) days of the date thereof, or if the Supplier supplies or commences the supply of the Goods or starts to provide the Services contained in the Order it shall be deemed to have accepted the Order.
1.5 In the event of any conflict between a Condition of these Conditions and the terms of an Order, the terms of the Order shall prevail to the extent required to resolve such conflict.
2 SUPPLY OF GOODS AND SERVICES
2.1 In consideration of the Charges, the Supplier shall provide the Goods and Services specified in each Order to the Company in accordance with the provisions of this Agreement.
2.2 The Supplier shall provide Goods which are without fault and which are of the same quantity, quality and description as specified in the Order and/or in any applicable specification supplied by the Company to the Supplier.
2.3 The Supplier shall provide the Goods and the Services:
2.3.1 with that degree of diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a type of undertaking similar to that of the Supplier.
2.3.2 in such a manner as to minimise disruption to the business of the Company; and
2.3.3 as regards the Services only, in accordance with any Service Levels.
2.3.4 In such a manner for ‘own label’ products that it is not possible for the Supplier to be identified
2.4 The Supplier shall comply with all Regulations in its provision of the Goods and Services.
2.5 The Company shall have the right to inspect and test the Goods at all times and the Supplier shall not unreasonably refuse any request by the Company to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to delivery and the Supplier shall provide the Company with all facilities reasonably required for inspection and testing.
2.6 If as the result of such inspection or testing the Company is not satisfied that the Goods will comply in all respects with this Agreement or any Specifications the Supplier shall take all steps necessary to ensure compliance.
2.7 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods until risk in the Goods has passed to the Company in accordance with Condition 4.1 below and any such inspection or testing shall not diminish or otherwise affect the Supplier's obligations under the Agreement.
2.8 The Goods shall be packaged and marked in accordance with the Company's instructions and any applicable Regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition.
2.9 Any Specifications or equipment supplied by the Company to the Supplier, or produced by the Supplier in compliance with its obligations under this Agreement provision of the Services shall be the sole and exclusive property of the Company and accordingly shall be assigned to the Company in accordance with Condition 13.1.
3 DOCUMENTATION
3.1 The Supplier shall quote, as applicable, the Company's Official Purchase Order Number on all invoices, advice notes, delivery notes, packing notes, bills of lading, certificates of insurance and other documents and shall cross reference these documents to each other.
4 RISK AND PROPERTY
4.1 Property in the Goods shall pass to the Company upon delivery or where payment is made prior to delivery, once payment is made. Risk in the Goods shall pass to the Company when delivery to the premises specified in the Order or to another location specified by the Company in writing is completed (including the unloading of the Goods).
4.2 Any product of the provision of the Services shall be at the Supplier's risk until the Services are completed in accordance with the Agreement and accepted by the Company, provided that, unless otherwise specified in the Order, risk shall be deemed to have passed to the Company if the Company has not notified the Supplier of its acceptance or otherwise of such products within one month of completion of the Services.
5 PRICES AND PAYMENT
5.1 The Charges payable for the Goods and the Services shall be that stated in the Order and unless otherwise stated shall be:
5.1.1 inclusive of all charges including, but not limited to, packaging material, packing, shipping, loading, unloading, carriage insurance and delivery of the Goods to the delivery address and any duties, imports, levies or taxes other than value added tax; and
5.1.2 fixed for the duration of the contract.
5.2 No variation in the Charges nor extra charges can be made (whether on account of increased material, labour or transport costs, fluctuations in rates of exchange or otherwise) without the prior written consent of the Company.
5.3 The Supplier shall be entitled to invoice the Company on or at any time after delivery of the Goods or Services and shall include the relevant Purchase Order Number on each invoice which it issues under this Agreement.
5.4 The Company shall pay the Charges in the currency stipulated in the Order not later than one month after the last day of the month in which the Supplier delivers a valid VAT invoice or satisfactory completion of the Order whichever is the later, unless different payment terms have been agreed in writing by the Company.
5.5 Following receipt of any invoice, if the Company notifies the Supplier of a bona fide dispute concerning the Charges payable under such invoice, then the Company shall pay any undisputed amount but shall be entitled to withhold the amount in dispute pending resolution of that dispute. For the avoidance of doubt, the Supplier’s obligations to provide the Goods and Services shall in no way be affected by any dispute in relation to the Charges or payment of them.
5.6 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Supplier to the Company against any sums payable by the Company to the Supplier under the Agreement however arising and whether any such liability is present or future, liquidated or unliquidated.
5.7 If the Company fails to make payment in accordance with this Condition 5 and the relevant Order, the Supplier shall be entitled to charge interest on the overdue amount at a rate of 2% above the base rate of Barclays Bank plc from time to time in force from the date on which such amount fell due until payment.
6 CONFIDENTIALITY
6.1 The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Supplier by the Company or its agents and any other confidential information concerning the Company's business or its products which the Supplier may obtain and the Supplier shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Supplier's obligations to the Company and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Supplier.
7 WARRANTIES AND INDEMNITY
7.1 The Supplier warrants to the Company that the Goods will:
7.1.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and the Sale and Supply of Goods Act 1994, and fit for any purpose held out by the Supplier or made known to the Supplier in writing at the time the Order is placed;
7.1.2 be free from defects in design, material and workmanship;
7.1.3 correspond in every respect with any specifications, drawings, samples or descriptions provided by the Company, Any Specifications supplied are an absolute minimum, there is no lower/smaller tolerance allowed other than the tolerance stated
7.1.4 comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods and their sale and supply.
7.2 The Seller warrants to the Company that the Services will:
7.2.1 be performed by appropriately qualified, trained and experienced personnel, with a high standard of skill, care and diligence;
7.2.2 be performed to such high standard of quality as it is reasonable for the Company to expect in all the circumstances; and
7.2.3 comply with all statutory requirements, implied terms, regulations and codes of practice relating to the supply of services generally and the Services in particular.
7.3 The Supplier acknowledges that precise conformity of the Goods or Services with the Agreement is of the essence of the Agreement and the Company shall be entitled to reject the Goods or Services if they are not in conformity with the Agreement, however slight the breach may be.
7.4 In the event that the Company does reject the Goods or Services under Condition 7.3 above the Supplier shall forthwith at its cost remedy the fault or (at the Company's option) replace the faulty Goods or perform the Services afresh.
7.5 The Supplier shall indemnify and keep indemnified the Company in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by GOMPELS HEALTHCARE LTD or any of its Subsidiaries or Holding Companies as a result of or in connection with any:
7.5.1 breach by the Supplier of this Agreement;
7.5.2 act or omission of the Supplier or of any of its employees, agents or contractors;
7.5.3 personal injury to, or death of, any person caused by, relating to or arising from the Goods and/or Services;
7.5.4 claim that the Goods infringe, or their use, resale or importation infringes any Intellectual Property Rights of any other third party except to the extent that the claim arises from any specifications, drawings, samples or descriptions provided by the Company;
7.5.5 liability under the Consumer Protection Act 1987 or any other relevant legislation in respect of the Goods and/or Services; or
7.5.6 claim made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company's employees or agents, by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods and/or Services.
7.6 The Supplier shall, at its own expense, adequately insure against its liability arising out of the provisions of this Condition 7.5 and shall upon request produce to the Company evidence of such cover.
8 DELIVERY AND ACCEPTANCE
8.1 The Goods shall be delivered to and the Services shall be performed at the Company's place of business or if some other place of delivery is agreed by the Company in writing by delivery of the Goods or provision of the Services at that place during the Company's normal office hours. The Supplier shall off-load the Goods at its own risk as directed by the Company.
8.2 The Goods shall be delivered and/or the Services shall be performed on the date or within the period specified in the Order or if no such period is specified then within [14] days of the Order, unless the Company notifies the Supplier of a change in the required delivery date (giving the Supplier as much notice of the revised delivery date as practicable) in which case the Supplier shall deliver the Goods and/or perform the Services on or by the revised delivery date. Time for delivery of the Goods or performance of the Services shall be of the essence of the Agreement.
8.3 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. For the avoidance of doubt, the Supplier shall only be permitted to deliver in part where the Company has confirmed in writing or on the Order Form that it is
willing to accept delivery in part.
8.4 If the Goods are not delivered or the Services are not performed on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to:
8.4.1 terminate the Agreement in whole or in part without being liable to compensate the Supplier for any losses arising as a result of such cancellation or to make any payment to the Supplier other than in respect of Goods actually delivered or Services actually rendered to the Company prior to the date of such termination;
8.4.2 refuse to accept any subsequent delivery of the Goods or provision of the Services which the Supplier attempts to make;
8.4.3 recover from the Supplier any expenditure reasonably incurred by the Company in obtaining the Goods or Services in substitution from another supplier; and
8.4.4 claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Supplier's failure to deliver the Goods or provide the Services on the due date.
8.5 Any signature on behalf of the Company on the delivery note is not evidence that the correct number or type of Goods has been delivered or that the Goods supplied are in good condition or otherwise meet the requirements of the Agreement or the relevant Order. The Company shall not be deemed to have accepted the Goods or Services until it has had a reasonable time to inspect them following delivery and has not notified the Supplier of its rejection of the Goods or Services within that time. The Company shall also have the right to reject the Goods or Services as though they had not been accepted for a reasonable time after any latent defect in the Goods or Services has become apparent. If the Company does not accept the Goods or Services as conforming to the Agreement, the relevant Order or any Specification, it may exercise any of the remedies set out in Condition 16.
8.6 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Seller in writing of its intention to accept the same.
8.7 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods.
8.8 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice for each shipment from the Supplier to the Company, at the Supplier's risk and expense.
8.9 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to delivery any instalment shall entitle the Company at its option to treat the Agreement as repudiated.
8.10 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. Container deliveries may vary individual product quantities by 15% subject to providing 10 day prior notice.
8.11 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace (as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that:
8.11.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged;
8.11.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 21 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered.
8.12 If the Goods require assembly and installation, the Supplier shall:
8.12.1 carry out such work in accordance with Condition 2.3 above;
8.12.2 comply with the Company's requirements relating to access to and use and security of, the Company's premises and shall keep the Company's premises clean and tidy at all time;
8.12.3 following any such assembly or installation, restore the Company’s premises on which it has been installing the Goods to the condition they were in before it commenced such installation.
8.13 Deliveries using pallets supplied via pallet pooling companies will only be accepted if agreed in writing prior to delivery being made to our warehouse. Any company that delivers using pallet pooling networks without Gompels' prior agreement will be liable for any subsequent costs incurred.
9 SERVICING
9.1 Unless otherwise agreed, the Supplier will, in all cases where it supplies machinery or equipment under or in connection with an Order, maintain for at least the normal life of the machinery or equipment an adequate stock of spare and replacements parts and components and an adequate number of trained and expert personnel so as to ensure that all necessary maintenance, adjustments or repairs to the machinery or equipment shall be carried out at reasonable expense to the Company with the minimum delay.
10 CUSTODY
10.1 If the Order relates to the application by the Supplier of Services (including any process) to goods supplied by the Company to the Supplier for that purpose the following additional conditions shall apply to the contract whether the goods supplied belong to the Company or to any third party:
10.1.1 The Supplier shall be a baillee of the goods and shall only hold them for the purpose of applying the Services thereto.
10.1.2 The Supplier shall at times, while such goods are in its care and control (or the care and control of any agent or contractor to the Supplier) insure the same with a reputable insurer to the replacement value of such goods against loss, damage or destruction and shall inform the Company forthwith if the goods are lost, damaged or destroyed and pay to the Company the full replacement value of such goods and shall indemnify the Company against any expenses, liability, loss, claim or proceedings by reasons of, or in consequence of, such loss, damage or destruction.
11 WORK ON THE COMPANY’S PREMISES
11.1 The Supplier and its servants, agents and sub-contractors shall at all times whilst on the Company's premises and whilst accessing the Company's information technology systems:
11.1.1 comply with any rules or regulations issued by the Company and obey any reasonable instructions of the Company or its servants; and
11.1.2 shall in any event at all times comply with the provisions of all Regulations relating to health and safety.
12 PERSONNEL
12.1 The Supplier shall ensure that all Personnel who are given access to any of the Company's premises are:
12.1.1 of smart and clean appearance and polite;
12.1.2 suitably trained, qualified, skilled and experienced in the provision of the Services;
12.1.3 required to maintain confidentiality in relation to any information which comes into their possession regarding Company and/or any third party as a result of them providing the Services.
12.2 The Company reserves the right to require the Supplier to remove and replace at any time any individual from the Personnel. In such cases, Supplier shall provide a suitable and acceptable replacement as soon as is reasonably practicable.
12.3 The Supplier shall be solely liable for the remuneration of all Personnel and shall indemnify and keep indemnified the GOMPELS HEALTHCARE LTD, the Company and any of its Subsidiaries or Holding Companies and any third party which replaces the Supplier as a provider of Services (together the “Indemnified Persons”) against any and all liabilities, losses, damages, injury, costs, claims and expenses (including reasonable legal fees) awarded against or incurred or paid by any Indemnified Person as a result of or in connection with:
12.3.1 the employment or, as the case may be, engagement or termination of employment or engagement of such Personnel by Supplier; and/or
12.3.2 the transfer or any allegation that the contract of employment in respect of any such Personnel transfers or has transferred as a matter of law, to an Indemnified Person. In the event of such an allegation, the relevant Indemnified Person shall be entitled to terminate the employment of any such Personnel immediately on becoming aware of such transfer or allegation.
13 INTELLECTUAL PROPERTY RIGHTS
13.1 All Intellectual Property Rights in and to the Services, any Specifications and any Materials are hereby assigned with full title guarantee (including by way of a present assignment of future copyright and/or unregistered design right) by Supplier and shall vest in the Company. The Supplier shall (at the request of the Company, but at the Supplier’s cost and expense) do all such acts and things (including executing all documents) required to vest such Intellectual Property Rights in the Company in accordance with this Condition 13.1.
13.2 The Supplier warrants that the Goods, the Specifications, the Materials and the use by the Company of the Services shall not infringe any Intellectual Property Rights of any third party. The Supplier shall keep GOMPELS HEALTHCARE LTD, the Company and all of its Subsidiaries and Holding Companies indemnified against any and all liabilities, losses, damages, injury, costs, claims and expenses (including reasonable legal expenses) awarded against or incurred or paid by the GOMPELS HEALTHCARE LTD, the Company or its Subsidiaries or Holding Companies (as the case may be) arising out of or in connection with any breach by Supplier of this Condition.
14. DATA PROTECTION
14.1 The Company and the Supplier agree that, to the extent that the Supplier is required to process any personal data as part of the Services, it shall do so on behalf of the Company as a data processor.
14.2 The Supplier warrants that it will process such personal data in accordance with the Data Protection Act 1998 and, in particular, the Supplier shall:
(a) only carry out processing of such personal data in accordance with the Company’s instructions;
(b) implement appropriate technical and organisational measures to protect such personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access;
(c) take reasonable steps to ensure the reliability of the Personnel who have access to personal data;
(d) promptly provide such information to the Company as the Company may reasonably require to allow it to comply with the rights of data subjects, including subject access rights;
(e) appoint, and identify to the Company, an individual within its organisation authorised to respond to enquiries from the Company concerning the Supplier’s processing of personal data.
14.3 For the purposes of this Condition 14, “data processor”, “data subject”, “personal data” and “process” shall have the meanings ascribed to them in the Data Protection Act 1998.
15 TERMINATION
15.1 Without prejudice to Condition 15.2 the Company shall be entitled to cancel any Order in whole or in part by giving notice to the Seller at any time prior to delivery of the Goods or performance of the Services in which event the Company's sole liability shall be to pay to the Supplier fair and reasonable compensation on a time and materials basis for work already undertaken at the time of cancellation but such compensation shall not include loss of
anticipated profits or any indirect or consequential loss.
15.2 The Company shall have the right at any time by giving notice in writing to the Supplier to terminate the Agreement forthwith if:
15.2.1 the Supplier commits a material breach of any of the terms and conditions of the Agreement and, without limitation, for these purposes a breach of the warranties in Condition 7 or any of the conditions or warranties implied into the Agreement by the Sale of Goods Act 1979 shall be a material breach;
15.2.2 any distress, execution or other legal process is levied upon any of the assets of the Supplier;
15.2.3 the Supplier:
(a) stops or suspends, or declares any intention to stop or suspend, its business or payment of its debts or any class of its debts generally or is or
becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or otherwise becomes insolvent;
(b) a receiver or administrative receiver is appointed in respect of the Supplier or the whole or any part of its assets or undertaking, the Supplier requests the appointment of such a person or any step is taken to enforce any charge, mortgage or other security interest over all or any [material] part of its assets or undertaking or any of the same is or becomes enforceable;
(c) a notice is issued for the purposes of convening a meeting to approve the placing of the Supplier in administration or liquidation, or a petition is presented or an order made for the administration or liquidation of the Supplier or the Supplier otherwise becomes subject to dissolution proceedings;
(d) a voluntary arrangement under section 1 of the Insolvency Act 1986 (as amended by the Insolvency Act 2000), a scheme of arrangement under section 425 of the Companies Act 1985 or any other arrangement, compromise or composition of the Supplier’s debts, or any class of its debts, is proposed or made by or with the Supplier; or
(e) a judgment, order or award made against the Supplier is outstanding and not discharged within 10 days or if any distress, execution, sequestration or similar process is levied on or commenced against any of the assets of the Supplier.
15.2.4 the Supplier ceases or threatens to cease to carry on its business;
15.2.5 the financial position of the Supplier deteriorates to such an extent that in the opinion of the Company the capability of the Supplier adequately to fulfil its obligations under the Agreement has been adversely affected; or
15.2.6 the Company reasonably considers that any of the events mentioned above is about to occur in relation to the Supplier.
15.3 The Company may terminate the Agreement or any Order at any time on no less than [3 months'] notice in writing to the Supplier with no further liability to the Supplier except for the Charges payable during that period of notice.
15.4 The termination of the Agreement, however arising, will be without prejudice to the rights and duties of either party accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
15.5 On expiry or termination of the Agreement, the Supplier shall ensure that all documentation and information (including all copies of such information stored in any written or electronic form) which constitutes confidential information of the Company shall be returned to the Company forthwith and, upon the Company's written request, shall confirm full compliance with this Condition 15.5 in writing.
15.6 On expiry or termination of this Agreement, the Supplier shall (unless the Company specifies otherwise) fulfil all outstanding Orders in accordance with their terms.
16. REMEDIES
16.1 Without any prejudice to any other right or remedy which the Company may have, if any Goods or Services are not supplied in accordance with the Agreement, the Company may:
16.1.1 reject the Goods (in whole or in part) and return the Goods to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so rejected shall be paid forthwith by the Supplier; or
16.1.2 require the Supplier, at the Supplier's own expense, (at the choice of the Company) promptly to repair any fault or defect in the Goods or do any work necessary to make the Goods or Services comply with the Agreement and/or the relevant Order or to replace the Goods concerned with Goods which comply with the Agreement and/or the relevant Order; or
16.1.3 carry out, at the Supplier's expense, any work necessary to make the Goods or Services comply with the Agreement and/or the relevant Order.
17 ASSIGNMENT
17.1 Each Order is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or subcontract any of its obligations under this Agreement or any Order.
17.2 The Company may assign the Agreement or any part thereof (including any Order) to any person, firm or company.
18 GENERAL
18.1 Each right or remedy of the Company under the Agreement is without prejudice to any other right or remedy of the Company whether under the Agreement or not.
18.2 Any provision of the Agreement which is held by a competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of the Agreement and the remainder of such provision shall not be affected.
18.3 Failure of the Company to enforce or partially enforce any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement
18.4 The parties to this Agreement do not intend that any of its terms will be enforceable, and such terms will not be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
18.5 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
18.6 The formation, construction, performance, validity and all aspects of the Agreement are governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.