STANDARD CONDITIONS OF BUSINESS
1.1 In these conditions, the following definitions shall apply:
"Anti-slavery policy" means CPFC’s anti-slavery policy as acknowledged as being provided to the Supplier and which may be amended by notification to the Supplier from time to time;
"Business Day" means any day which is not a Saturday, Sunday or public holiday;
"Commencement Date" means the date on which the Supplier is to commence provision of the Goods and/or Services, as set out in the Order;
"Completion Date" means the date specified in the Order by which the Supplier is required to complete the Services or such other date as is fixed by CPFC under clause 5.2.
"Conditions" means these terms and conditions as amended from time to time;
"Contract" means the contract between CPFC and the Supplier for the supply of Goods and/or Services in accordance with the Order and these Conditions;
"Contract Sum" means the sum specified in the Order (or such other sum which shall become payable under the Contract) (exclusive of VAT) for provision of the Goods and/or Services.
"CPFC" means CPFC Limited registered in England with company number 07270793;
"CPFC Group Company" means CPFC, any subsidiary or holding company from time to time of CPFC and any subsidiary from time to time of a holding company of that company, the terms "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006;
"CPFC Materials" has the meaning set out in clause 5.6.8;
"Data Protection Legislation": all laws relating to data protection and privacy which are from time to time applicable to the Supplier or any of the Subsidiaries (or any part of their business), including (but not limited to): (i) the Data Protection Act 2018 and all other applicable national laws, regulations and secondary legislation implementing European Directive 95/46/EC and Regulation (EU) 2016/679; (ii) the General Data Protection Regulation (EU) 2016/679 and all related national laws, regulations and secondary legislation, including the Data Protection Act 2018; and (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and all other applicable national laws, regulations and secondary legislation implementing European Directive 2002/58/EC, in each case as amended, replaced or updated from time to time and together with any subordinate or related legislation made under any of the foregoing;
"Deliverables" means all drawings, documents, reports, models, plans, specifications, calculations, work, designs or inventions of any type developed and/or provided by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media;
"Employees" means all employees and sub-contracted workers of the Supplier over the age of 18 that would be entitled to be paid the Living Wage where the Supplier a Living Wage Employer;
"Goods" means the goods (or any part of them) set out in the Order and any goods delivered as part of the Services;
"Goods Specification" means any specification for the Goods, including any related plans and drawings that is specified in the Order and/or as agreed in writing by CPFC and the Supplier;
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Living Wage” means the living wage set by the Living Wage Foundation from time to time, as published at www.livingwage.org.uk;
“Living Wage Employer” means employers that have been certified by the Living Wage Foundation;
"Order" means CPFC's purchase order for the supply of Goods and/or Services to which these Conditions are attached;
"Services" means the services set out in the Order and/or as agreed in writing by CPFC and the Supplier;
"Service Specification" the description or specification for Services that is specified in the Order and/or as agreed in writing by CPFC and the Supplier;
"Supplier" means the person or firm from whom CPFC purchases the Goods and/or Services as set out in the Order; and
“Supplier Personnel” means the employees, agents and permitted subcontractors of the Supplier providing the Services, the Goods and/or the Deliverables.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by CPFC to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
2.2 The Order shall be deemed to be accepted on the earlier of:
2.2.1 the Supplier issuing written acceptance of the Order; or
2.2.2 any act by the Supplier consistent with fulfilling or accepting the Order, at which point and on which date the Contract shall come into existence.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 The Supplier shall supply the Goods and/or provide the Services in strict accordance with the Contract.
2.5 The Supplier shall indemnify and hold harmless CPFC from and against any expense (including legal expenses), liability, loss (including loss of profit), damage, claims or proceedings, whatsoever in respect of any breach, non-observance or non-performance by the Supplier or his employees or agents of any of the provisions of the Contract.
3. SUPPLY OF GOODS
3.1 Insofar as the Supplier is to supply Goods under this Contract, the Supplier shall ensure that the Goods shall:
3.1.1 correspond with their description and any applicable Goods Specification;
3.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by CPFC, expressly or by implication;
3.1.3 where applicable, be free from defects in design, materials and workmanship and remain so for a minimum of 12 months after delivery, or for such period after delivery as agreed between the parties; and
3.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2 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 in respect of the Goods.
4. DELIVERY OF GOODS
4.1 The Supplier shall ensure that:
4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; and
4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods and special storage instructions (if any);
4.1.3 the Goods are in accordance with any attached specification requirements and shall be of sound manufacture and workmanship.
4.2 The Supplier shall deliver the Goods:
4.2.1 on the date specified in the Order or on such date as otherwise agreed in writing by the parties, or, if no such date is specified, then within 30 days of the date of the Order;
4.2.2 to CPFC's premises at Selhurst Park Stadium, Holmesdale Road, London, SE25 6PU or such other location as is set out in the Order or as instructed by CPFC before delivery ("Delivery Location");
4.2.3 during CPFC's normal hours of business on a Business Day, or as instructed by CPFC.
4.3 Delivery of the Goods shall be considered completed on the completion of unloading of the Goods at the Delivery Location and following certification of delivery by the authorised person of CPFC, when in his opinion, the Goods have been delivered.
4.4 In respect of delivery of the Goods, time shall be of the essence in the Contract.
4.5 The Supplier shall not deliver the Goods in instalments without CPFC's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle CPFC to the remedies set out in clause 7.
4.6 Title and risk in the Goods shall pass to CPFC on delivery.
4.7 The Supplier shall be liable for any loss however so arising in the event of late or non-delivery of the Goods and/or any instalment due to any occurrence whatsoever and CPFC shall be entitled to refuse to accept late delivery of the Goods or treat late delivery as a breach of the Contract.
5. SUPPLY OF SERVICES
5.1 Insofar as the Supplier is to provide Services under this Contract, the Supplier shall from the Commencement Date, carry out and complete the Services with all due diligence and in a good and workmanlike manner (and at all times, to the entire satisfaction of CPFC).
5.2 The Supplier shall complete the Services by the Completion Date. If it becomes apparent that the Services will not be completed by such date for reasons beyond the control of the Supplier, including compliance with any instruction of an authorised person of CPFC whose issue is not due to a default of the Supplier, then the Supplier shall thereupon in writing notify CPFC who shall make, in writing, such extension of time for completion as may be reasonable. Reasons within the control of the Supplier include any default of the Supplier or of others employed or engaged by the Supplier including its sub-contractors and suppliers.
5.3 For the duration of this Contract, the Supplier shall provide the Services to CPFC in accordance with the terms of the Contract.
5.4 The Supplier shall be liable for and indemnify CPFC against any loss however so arising in the event of late or non-performance of the Services due to any occurrence whatsoever and CPFC shall be entitled to treat late completion and/or non-performance of the Services as a breach of the Contract.
5.5 The Supplier shall (in all respects) meet any performance dates and/or performance requirements detailed in the Service Specification or notified to the Supplier by CPFC.
5.6 In providing the Services, the Supplier shall:
5.6.1 co-operate with CPFC in all matters relating to the Services, and comply with all instructions of CPFC;
5.6.2 perform the Services (including any design) with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
5.6.3 ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by CPFC;
5.6.4 provide all equipment, tools and vehicles and such other items ("Supplier Items") as are required to provide the Services and risk of loss or damage to such Supplier Items shall at all times remain with the Supplier (even where in the possession of CPFC) and the Supplier shall ensure such Supplier Items are insured against all liabilities that may arise in their use under the Contract;
5.6.5 obtain and at all times maintain all necessary licences and consents;
5.6.6 observe all health and safety rules and regulations and any other security requirements that apply at any of CPFC's premises and provision of the Services, including, without prejudice the Construction (Design and Management) Regulations 2015;
5.6.7 not use nor specify for use nor deliver to CPFC's premises any materials known to be hazardous, toxic or poisonous or which at the time of specification or use is generally known to be deleterious to health and safety or not in accordance with good building practice;
5.6.8 hold all materials, equipment and tools, drawings, specifications and data supplied by CPFC to the Supplier ("CPFC Materials") in safe custody at its own risk, maintain CPFC Materials in good condition until returned to CPFC, and not dispose or use CPFC Materials other than in accordance with CPFC's written instructions or authorisation;
5.6.9 use a sufficient number of appropriately skilled, experienced, trained and vetted Supplier Personnel; and
5.6.10 not do or omit to do anything which may cause CPFC to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that CPFC may rely or act on the Services.
5.7 At all times during the provision of the Services, the Supplier shall be responsible for the management of all Supplier Personnel and shall be liable for all acts and omissions of the Supplier Personnel in the provision of the Services, the Goods and/or the Deliverables.
6. COMPLIANCE WITH LAWS AND POLICIES
6.1 In performing its obligations under the Contract, the Supplier represents and warrants that at the date of this Contract:
6.1.1 it shall comply with all applicable laws, statutes, regulations from time to time in force including but not limited to: those relating to anti-bribery and anti-corruption in the UK, the Modern Slavery Act 2015, and the Anti-Slavery policy;
6.1.2 it and its officers and employees ("Associated Persons") will not engage in any activity, practice or conduct which could contravene the Bribery Act 2010, or which could cause CPFC to contravene the Bribery Act 2010;
6.1.3 it has in place comprehensive procedures to prevent any act of bribery being committed by it and its Associated Persons (as defined in clause 6.1.2) and such procedures will be maintained throughout the term of this Agreement;
6.1.4 neither it nor any of its officers, employees or other Associated Persons (as defined in clause 6.1.2) is a foreign public official (as defined by the Bribery Act 2010), that no foreign public official owns a direct or indirect interest in it or any Associated Person, and that no foreign public official has any legal or beneficial interest in any payments made by CPFC;
6.1.5 it shall promptly notify CPFC, if at any time during the term of this Agreement, its circumstances, knowledge or awareness has changed such that it would not be able to repeat the warranties in this clause 6; and
6.1.6 neither the Supplier nor any of its officers, employees: (a) has been convicted of any offence involving slavery and human trafficking; and (b) has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.
6.1.7 The Supplier shall implement due diligence procedures for its own suppliers, subcontractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains.
6.1.8 The Supplier shall, as a condition of this Agreement: (a) maintain its accreditation as a Living Wage Employer; or (b) where the Supplier has never been a Living Wage Employer, pay all of its Employees not less than the Living Wage.”
7. CPFC REMEDIES
7.1 Without prejudice to any other right under this Contract, if the Supplier fails to deliver the Goods and/or perform the Services in accordance with this Agreement or by the applicable date, CPFC shall, without limiting its other rights or remedies, have the following rights:
7.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
7.1.2 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
7.1.3 to recover from the Supplier any costs incurred by CPFC in obtaining substitute goods and/or services from a third party;
7.1.4 where CPFC has paid in advance for Services that have not been provided by the Supplier and/or Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier as a debt; and
7.1.5 to claim damages for any additional costs, loss or expenses incurred by CPFC which are in any way attributable to the Supplier's failure to meet such dates.
7.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting its other rights or remedies, CPFC shall have one or more of the following rights, whether or not it has accepted the Goods:
7.2.1 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;
7.2.2 to terminate the Contract with immediate effect by giving written notice to the Supplier;
7.2.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
7.2.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
7.2.5 to recover from the Supplier any expenditure incurred by CPFC in obtaining substitute goods from a third party; and
7.2.6 to claim damages for any additional costs, loss or expenses incurred by CPFC arising from the Supplier's failure to supply Goods in accordance with clause 3.1.
7.3 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
7.4 CPFC's rights under this Contract are in addition to its rights and remedies implied by statute and common law.
8. CPFC'S OBLIGATIONS
8.1 CPFC shall provide the Supplier with reasonable access at reasonable times to CPFC's premises for the purpose of providing the Services.
9. CHARGES AND PAYMENT
9.1 The price for the Goods:
9.1.1 shall be the price set out in the Order (the “Goods Price”); and
9.1.2 shall be inclusive of the costs of packaging, insurance, delivery, duties and carriage of the Goods, unless otherwise agreed in writing by CPFC. No extra charges shall be effective unless agreed in writing and signed by CPFC.
9.2 Subject to clause 9.3, the charges for the Services shall be set out in the Order (the “Services Price”), and shall be the full remuneration to the Supplier for the carrying out and completing of the Services in accordance with this Contract.
9.3 Unless otherwise agreed in writing by CPFC, the Contract Sum shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
9.4 The charges for the Services may only be adjusted by the Supplier:
9.4.1 in order to comply with changes made following the Commencement Date to applicable laws and regulations; or
9.4.2 subject to CPFC’s written consent. Any proposed variations to Contract Sum (or any part thereof) are to be referred to CPFC for instruction prior to proceeding. Payment will be limited to the extent of this Contract and any written instructions issued by CPFC in writing.
9.5 The Supplier shall:
9.5.1 in respect of Goods, invoice CPFC on or at any time after completion of delivery; and
9.5.2 in respect of Services, the Supplier shall invoice CPFC on completion of the Services.
9.6 The due date for payment of the amounts payable pursuant to this clause 9 shall be the date on which the relevant invoice is received by CPFC (pursuant to clause 9.5).
9.7 Not late than five days after the due date, CPFC shall give notice to the Supplier specifying the amount, if any, of the payment which CPFC propose to make stating what the payment relates to and the basis on which it is calculated (the “Notified Amount”).
9.8 The final date for payment of the invoiced amounts (issued pursuant to clause 9.5) shall be 30 days from the end of the month on which the due date falls.
9.9 Before paying less than the Notified Amount CPFC shall give notice to the Supplier no later than two days before the final date for payment of the monies concerned specifying the sum that CPFC considers to be due on the date such notice is served and the basis on which that sum is calculated.
9.10 All amounts payable by CPFC under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to CPFC, CPFC 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 and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
9.11 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 2% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the final date for payment until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith.
9.12 CPFC may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to CPFC against any liability of CPFC to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 In respect of the Goods and the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to CPFC, it will have full and unrestricted rights to sell and transfer all such items to CPFC.
10.2 The Supplier assigns to CPFC free from all third party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables.
10.3 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
10.4 The Supplier shall, promptly at CPFC's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as CPFC may from time to time require for the purpose of securing for CPFC the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to CPFC in accordance with clause 10.2.
10.5 All CPFC Materials are the exclusive property of CPFC.
10.6 The Supplier may not use the CPFC name, logo or other Intellectual Property Rights or otherwise associate itself with CPFC or any tournament or event, whether in advertising materials, on its website or otherwise, without obtaining the prior written approval of CPFC.
11. LIABILITY AND INDEMNITY
11.1 The total aggregate liability of CPFC to the Supplier under or in connection with the Contract, however caused, and on any theory of liability, including contract, strict liability, negligence or other tort, shall, to the maximum extent permitted at law, be limited to direct damages not to exceed the amount of the charges paid by CPFC for the Goods and/or Services set out in the Order.
11.2 In no event will CPFC be liable for any indirect, incidental, special or consequential damages, including damages for loss of profits or revenue (whether such loss is direct or indirect), even if advised of the possibility of such damages.
11.3 Nothing in the Contract is intended to affect the unlimited liability of either party in respect of death or personal injury caused by negligence or wilful default or the wilful default of employees acting in the course of their employment or otherwise to exclude any liability that cannot be excluded at law.
11.4 The Supplier shall keep CPFC and any CPFC Group Company indemnified 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 reasonable professional costs and expenses) suffered or incurred by CPFC or any CPFC Group Company as a result of or in connection with:
11.4.1 any claim made against CPFC or any CPFC Group Company for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services;
11.4.2 any claim made against CPFC or any CPFC Group Company by a third party for death or personal injury or damage to property caused by the Supplier or arising out of, or in connection with, defects in Goods or the receipt, use or supply of the Services; and
11.4.3 any claim made against CPFC or any CPFC Group Company by a third party arising out of, or in connection with, the supply of the Services, the Goods and/or the Deliverables, to the extent that such claim arises out of a breach, negligent performance or failure or delay in performance of the Contract by the Supplier or the Supplier Personnel.
11.5 This clause 11 shall survive termination of the Contract.
12.1 During the term of the Contract and for a period of six (6) years thereafter, the Supplier shall maintain in force, with a duly legally authorised insurance company, the insurances detailed and for the amounts specified within the Order so as to indemnify CPFC in respect of the liabilities that may arise under or in connection with the Contract, and shall, on CPFC'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.
13. CONFIDENTIALITY AND DATA PROTECTION
13.1 A party ("Receiving Party") 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 receiving party by the other party ("Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Receiving Party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction or by any stock exchange or the take-over panel.
13.2 To the extent that the Supplier is acting as data processor for and on behalf of CPFC it shall comply with all Data Protection Legislation and shall only process personal data in accordance with the instructions of CPFC. The Supplier shall allow CPFC to audit the Supplier's compliance with this clause 13.
13.3 This clause 13 shall survive termination of the Contract.
14.1 Without limiting its other rights or remedies, CPFC may terminate the Contract:
14.1.1 in respect of the supply of Services, by giving the Supplier no less than 4 weeks' prior written notice or such alternative notice period as agreed between the parties in writing; and
14.1.2 in respect of the supply of Goods, (in whole or in part) at any time before delivery with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract. CPFC shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any other direct or indirect loss.
14.1.3 In any of the circumstances in these Conditions in which a party may terminate the Contract, where both Goods and Services are supplied, that party may terminate the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply of Goods or performance of Services (as applicable).
14.2 Without limiting its other rights or remedies, CPFC may terminate the Contract with immediate effect by giving written notice to the Supplier if:
14.2.1 the Supplier commits a material breach of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of receipt of notice in writing to do so;
14.2.2 the Supplier repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
14.2.3 if the Supplier goes into liquidation, has a receiver or administrator appointed, is wound up or dissolved, enters into a voluntary arrangement, is sequestrated or signs a Trust Deed (in the case of an individual), is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or otherwise is unable to meet its commitments, or any steps are taken in anticipation of these events, or any analogous procedure or step is taken in any jurisdiction;
14.2.4 the Supplier suspends or ceases, or threatens to suspend, or cease, to carry on all or a substantial part of its business; or
14.2.5 the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
14.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination.
14.4 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
15. CONSEQUENCES OF TERMINATION
15.1 On termination of the Contract for any reason, the Supplier shall immediately deliver to CPFC all Deliverables whether or not then complete, and return all CPFC Materials. If the Supplier fails to do so, then CPFC may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
16. FORCE MAJEURE
16.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from an event, circumstances or cause beyond its reasonable control ("Force Majeure Event").
16.2 The Supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
16.3 If a Force Majeure Event prevents, hinders or delays the Supplier's performance of its obligations for a continuous period of more than 30 Business Days, CPFC may terminate the Contract immediately by giving written notice to the Supplier.
17.1 Notices may be served under these Conditions either personally, by pre-paid registered post, by email to the address of the other as stated in the Order, or to any other address as may have been notified by either party to the other throughout the duration of the Contract. Any notice sent by post will be deemed to have been delivered 48 hours after posting. Any notice sent by email or served personally will be deemed to have been delivered on the first Business Day following its despatch.
18. ASSIGNMENT AND OTHER DEALINGS
18.1 CPFC 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.
18.2 The Supplier may not assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of CPFC.
19.1 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.
19.2 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
19.3 Each CPFC Group Company shall be entitled to exercise and enforce the rights granted to CPFC and the obligations owed to CPFC under this Contract and except as otherwise provided for in this Contract. A person who is not party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
19.4 Notwithstanding clause 19.3, it is expressly agreed that the parties may not rescind, assign, novate or vary this Contract or any term of this Contract without the consent of any person who has the right to enforce this Contract or the term in question, notwithstanding that such rescission, assignation, novation or variation may extinguish or alter that person's entitlement under that right.
19.5 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 agreed in writing and signed by CPFC.
19.6 This Contract shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree 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, including any question regarding its existence, validity or termination.