General Purchasing Terms

Title: GENERAL TERMS AND CONDITIONS OF PURCHASE
Revision: 17
Effective Date: 20th March 2024
Revision: 16
Effective Date: 5th September 2019

1. DEFINITIONS AND INTERPRETATION

1.1 In these conditions:-
“Buyer” means Score Group Limited registered in Scotland under number 172439; or any subsidiary company within the group.
“Conditions” means the General Terms and Conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Supplier.
“Consequential Loss” means any loss or anticipated loss of profit, loss or anticipated loss of revenue, business interruption, loss of use of any equipment, loss of any contract or other business opportunity and any other loss of a similar nature.
“Data Protection Legislation ” from the date it comes into force in the UK the General Data Protection Regulation (EU) 20016/670 (as applicable) and the Privacy and Electronic Communications (EC Directive) Regulations and any national implementing laws, regulation and secondary legislation in the UK.
“Data Controller” the Party that transfers Personal Data to the other Party.
“Data Processor” the Party that receives Personal Data from the other Party
“Goods” means the items to be provided (including any instalment of the items or any part of them and including documentation as detailed in the Supplier Data Requirements List) in accordance with the Purchase Order.
“Purchase Order” means the contract formed by the acceptance of the Purchase Order document and shall incorporate these conditions of purchase as may be amended by special conditions referred to in the Purchase Order document.
“Supplier” means the person(s), firm or company named in the Purchase Order and engaged by Score for the supply of Goods and/or execution of Services defined in the Purchase Order and includes the Supplier’s legal personal representatives, successors and assignees.
“Services” means the services, if any, to be supplied by the Supplier in accordance with the Purchase Order.
“Specification” includes any plans, drawings, standards, data or other information relating to the Goods or Services.

“Personal Data”, “Controller”, “Processor”, “Data Subject” And “Processing” “Third Country” and “International Organisation” have the same meaning as in the Data Protection Legislation;

1.2 The Supplier shall be deemed to have accepted the Purchase Order and its Conditions as soon as it commences to perform any of its obligations hereunder.

1.3 These Conditions shall have precedence over any other conditions appearing on any acceptance form or other document emanating from the Supplier which shall have no effect except to the extent that they confirm the Purchase Order or are expressly agreed in writing by the Buyer.

2. SPECIFICATIONS
2.1 The quantity, quality and description of the Goods and the Services shall, subject as provided in these Conditions, be as specified in the Purchase Order and/or in any applicable Specification supplied by the Buyer to the Supplier or agreed in writing by the Buyer.

2.2 Any Specification supplied by the Buyer to the Supplier, or specifically produced by the Supplier for the Buyer, in connection with the Order, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Buyer. The Supplier shall not disclose to any third party or use any such Specification except to the extent it is or becomes public knowledge through no fault of the Supplier, or as required for the purpose of the Purchase Order.

3. PRICE OF THE GOODS AND SERVICES
3.1 The price of the Goods and the Services shall be stated in the Purchase Order and be based on the quotation supplied by the supplier as a result of the enquiry from the buyer and, unless otherwise stated, shall be:-

1. i) exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of a value added tax invoice); and
2. ii) ii) inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the delivery address and any duties, imposts or levies other than value added tax

3.2 All prices specified in the Purchase Order shall be fixed and firm and not subject to escalation for the duration of the Purchase Order.

4. TERMS OF PAYMENT
4.1 Unless otherwise stated in the Purchase Order, payment shall be made within 60 days after receipt by the Buyer of a proper invoice, on the condition that the Goods are fit for purpose, in accordance with the Purchase Order requirements and full certification for the Goods has been received.

4.2 Supplier’s invoice must detail the amounts and descriptions specified in the Purchase Order. Failure to comply with this provision will entitle Buyer to reject such non-conforming invoices.

4.3 The Buyer shall be entitled to set off against the invoice any sums owed to the Buyer by the Supplier.

5. DELIVERY
5.1 The Goods shall be delivered to and the Services shall be performed at the delivery address during the Buyer’s usual business hours. Supplier shall gain Buyer’s prior approval before delivery takes place, including where the Buyer has previously agreed to a delivery date. If such approval is not obtained, Buyer will be entitled to reject the delivery and cancel the order without liability.

5.2 Delivery of the goods and services shall be to the named destination on the Purchase Order. The delivery method shall be stated on the Purchase Order in accordance with Incoterms 2010. If a premium delivery charge is included on the Purchase Order, and the delivery date is not met, a standard delivery charge will replace the premium delivery charge.

5.3 Where the date of delivery is to be specified after placing the Purchase Order, the Supplier shall give the Buyer reasonable notice of the specified date.

5.4 A packing note quoting the Purchase Order number must accompany each delivery or consignment of the Goods and must be displayed prominently. Failure to comply with this requirement will result in an administration fee of GBP30.00 per unmarked consignment.

5.5 If the Goods are to be delivered or the Services are to be performed by instalments, the Purchase Order will be treated as a single contract and not several.

5.6 The Buyer shall be entitled to cancel any Purchase Order without liability and reject any Goods delivered which are not in accordance with the Purchase Order. If it is necessary to return the Goods to the Supplier, then the cost of returning the Goods will be met by the Supplier.

5.7 The Supplier shall supply the Buyer in good time with any instructions, letters of conformity, material certificates or other information required to enable the Buyer to accept delivery of the Goods and/or performance of the Services.

5.8 Goods are to be suitably packed and protected to ensure safe consignment to the delivery address. In respect of supply of valves, such protection shall include, without limitation, suitable end connection protection. The Purchase Order number is to be quoted on all packages/documents. If packaging/protection is of a specialised nature, whereby removal would render Goods unsuitable for service, then this should be stipulated by the Supplier.

All supplies (with the exception of electronic media) must fall into one of the following categories:-

(a) Items less than 15kg:
Items must be packed in a cardboard box, with bubble wrap only used for packing. Do not exceed 15kg per box (total weight of contents)

(b) Items exceeding 15kg but less than 600kg:
i) Items must be packaged on a pallet.
ii) Pallets must be sized 1200mm wide (as you would face the pallet in racking) x 1000mm deep (as it would sit in the racking beams).
iii) Pallets must be constructed in accordance with BS 1133 Section 8 or equivalent national standards.
iv) Pallets must have 3 solid rails to support top boards 95mm high x 50mm wide.
v) Pallets must be sheeted with 20mm boards on top surface with 2 off 50mm x 20mm rails fitted to the underside 120mm in from the front edges of the solid rails.
vi) Palletised items must be secured to the pallet using nylon banding strapped over the load and under the top deck boards of the pallet.
vii) Wedges or blocks must be affixed to the pallet where movement of the load within banding may occur.
viii) Where the load has a narrow base or feet which may damage the pallet or slip between pallet top decks during transit a wooden board must be affixed to the pallet to provide a solid base.
ix) Where shrink wrap is used then a minimum amount only must be used and its use must not impede forklift access.
x) Plastic, polystyrene or any kind of chips will not be accepted under any circumstances.

(c) Items exceeding 600kg:
Goods over 600kg shall be suitably packaged to support the Goods for floor standing.

5.9 All Score URN tagged goods that require palletised shall be in numerical order in a left to right manner. E.G.160957-0001 to 0050 laid out from left to right in the pallet.
5.10 Any packaging discrepancy shall incur a charge of GBP120.00; discrepancies include use of crates without prior permission from the Buyer.

5.11 The Buyer shall not be obliged to return to the Supplier any packaging or packing materials for the Goods, whether or not any Goods are accepted by the Buyer.

5.12 If the Goods are not delivered or the Services are not performed on the due date, without prejudice to any other remedy, the Buyer shall be entitled to deduct from the price or (if the Buyer has paid the price) to claim from the Supplier by way of liquidated damage for delay, 1% of the Purchase Order value for every week’s delay, up to a maximum of 10%.

5.13 Goods with limited shelf life shall have a minimum of 95% of shelf life remaining on the date of delivery to the Buyer and state the cure date and expiry date clearly.

6. RISK AND TITLE
6.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Order, except in the case of consigned stock to the Buyer’s premises where risk remains with the Supplier until the Purchase Order is raised by the Buyer.

6.2 The property in the Goods shall pass to the Buyer upon delivery, unless payment for the Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made and the Goods have been appropriated to the Purchase Order.

7. WARRANTIES AND LIABILITY
7.1 The Supplier warrants to the Buyer that the Goods will comply with all statutory requirements and regulations relating to the sale of the Goods.

7.2 During a period of 24 months after the time of dispatch or 18 months after installation, (whichever period expires first), the Supplier shall, at his own expense, repair or replace the Goods or Services or any part thereof found to be defective due to faulty design, material, equipment or workmanship (other than design specified in detail by the Buyer) or to any act or omission of the Supplier. If the Supplier is unable or refuses to undertake any re-performance which has been requested by the Buyer, the Buyer shall be entitled (without prejudice to any other rights and remedies it may have under the Purchase Order) to undertake any re-performance itself or to procure a third party to undertake such re-performance and, in either instance, recover all costs (including incidental costs) of such re-performance from the Supplier. For substituted or repaired items the prevailing guarantee will be extended from the date of replacement.

7.3 The Supplier shall indemnify the Buyer against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:-

1. i) breach of any warranty given by the Supplier in relation to the Goods or the Services;
2. ii) any claim that the Goods infringe, or their importation, use or resale infringes the patent, copyright, design right, trademark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;
3. iii) any liability under the Consumer Protection Act 1987 in respect of the Goods;
4. iv) any act or omission of the Supplier or its employees, agents or sub-contractors in supplying, delivering or installing the Goods or performing the Services; or
5. v) any defect in the Goods or Services provided.

7.4 The Supplier shall indemnify the Buyer against all loss or damage to property or liability for injuries (including death) sustained by anyone, including Supplier’s and Buyer’s employees and third parties, arising out of or in connection with the Goods and/or Services covered by the Purchase Order.

7.5 The Supplier shall take out and maintain, with a first class insurance company, insurance adequate to cover its liabilities hereunder and to fulfil any requirements of local government or other appropriate bodies.

7.6 The Buyer shall not be responsible to the Supplier for Consequential Loss. The Supplier shall not be liable to the Buyer for Consequential Loss other than for sums receivable by the Buyer under insurance policies carried by the Supplier.

8. FORCE MAJEURE
8.1 Neither the Supplier nor the Buyer shall be liable to the other or be deemed to be in breach of the Purchase Order by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or Services, if the delay or failure was beyond that party’s reasonable control.

9. TERMINATION
9.1 The Buyer shall be entitled to cancel the Purchase Order in respect of all or part only of the Goods and/or the Services by giving notice to the Supplier at any time in which event the Buyer’s sole liability shall be to pay to the Supplier the price for the Goods or Services in respect of which the Buyer has exercised its right of cancellation, less the Supplier’s net saving of cost arising from cancellation.

9.2 The Buyer shall be entitled to terminate the Purchase Order without liability to the Supplier by giving notice to the Supplier at any time if:-

1. i) the Supplier fails to comply with any of the terms of the Purchase Order;
2. ii) the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or, being a company, becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction);
3. iii) an encumbrance takes possession of, or a receiver is appointed to, any of the property or assets of the Supplier;
4. iv) the Supplier ceases, or threatens to cease, to carry on business; or
5. v) the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly.

9.3 In the event of termination in accordance with Clause 9.2, the Buyer will not be liable to pay the Supplier any further monies in respect of the Purchaser Order and the Supplier shall repay to the Buyer any payments made by the Buyer to the Supplier for Goods not delivered and accepted and/or Services not completed and accepted at the date of termination.

9.4 Furthermore, the Supplier shall be liable for and shall pay the Buyer on demand any and all costs, expenses, or damages incurred by the Buyer as a result of termination, including the additional cost of completion of the Goods and /or Services by the Buyer, or by other contractors.

10. CONFIDENTIALITY
10.1 The Supplier acknowledges and accepts that the information contained in the documents provided by the Buyer in connection with the Purchase Order is confidential and shall not be divulged to any third party or to be used for any other purpose than the performance of the Purchase Order without the prior written consent of the Buyer.

11. GENERAL
11.1 Assignment
11.1.1 The Purchase 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 sub-contract any of its obligations under the Purchase Order.
11.1.2 Sub-tier suppliers shall not be used without the prior consent of Buyer. Supplier shall ensure that the terms of the Purchase Order and any associated specifications are imposed on the sub-tier supplier.

11.2 Notices
11.2.1 AAny notice required or permitted to be given by either party to the other in connection with the Purchase Order 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. Such notices shall be deemed effective within 48 hours of despatch.

11.3 Waiver
11.3.1 NNone of the provisions of the Purchase Order will be considered waived by the Buyer unless such waiver is given in writing by the Buyer. No such waiver shall be a waiver of past or future defaults, breach or modifications of any of the terms, provisions, conditions or covenants of the Purchase Order unless expressly set forth in such waiver.

11.3.2 If any provision of the Conditions of the Purchase Order are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Purchase Order and the remainder of the provision in question shall not be affected hereby.

11.4 Resolution of Conflict/Applicable Law
11.4.1 In the event of any dispute arising under or in connection with the Purchase Order or the supply of the Goods or Services then every effort shall be made to resolve and agree such a dispute by discussion between the parties. If, after a maximum period of 2 months, unless otherwise agreed by the parties, there is a failure to reach agreement, the dispute shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society of Scotland.

11.4.2 The Purchase Order shall be governed by and interpreted and construed in accordance with the laws of Scotland.

11.4.3 Unless otherwise specified, all quotations, contract documents, certification, data and drawings shall be supplied in the English Language.

12. TECHNICAL SUPPORT
12.1 The Supplier agrees to fully support the Buyer with any and all technical information required to support the Supplier’s products. This support should cover the complete range of installed equipment and will cover repairs, spares and technical information whether the Goods were purchased as part of the Purchase Order or otherwise.

13. GOODS REQUIREMENTS

13.1 Quality
13.1.1 The Buyer operates established quality management systems which comply to BS EN ISO 9001. All Goods supplied against the Purchase Order shall be as to allow the Buyer to meet the requirements for product identification and traceability to the source of supply.
13.1.2 The Supplier shall notify the Buyer of any changes to its Goods, processes, facility, documentation and approvals held by Supplier which are applicable to the Purchase Order.
13.1.3 If during the performance of the Purchase Order the Supplier discovers that any or all of the Goods are non-conforming Supplier shall, as soon as reasonably possible, notify Buyer. Buyer will instruct Supplier on how to proceed and Supplier shall implement the necessary actions to achieve Buyer’s requirements.
13.1.4 The Supplier shall therefore ensure that its products are correctly identified and that the supporting documentation is provided in accordance with the requirements of the Purchase Order. All documentation affecting the specification of equipment/material on the Purchase Order including British, European and other international standards shall be to the latest issue unless otherwise stated.

13.2 Control of Counterfeit Parts
13.2.1 The Supplier must ensure that no counterfeit parts are supplied to the Buyer. In accordance with AS9100 requirements the Supplier must ensure all Goods supplied to the Buyer are either:

1. 1) Supplied direct from the original equipment manufacturer ‘OEM’;
2. 2) Supplied from an OEM approved distributor; or
3. 3) Approved by the Buyer following completion of a First Article Inspection Report.

For the purpose of this clause 13.2.1, ‘counterfeit parts’ shall mean Goods which are supplied to the Buyer from the Supplier and which are identified as an unauthorised copy, imitation, substitute or modified part which is knowingly misrepresented as a specified genuine part of an original or authorised manufacturer.

13.3 Identification
13.3.1 All Goods supplied against the Purchase Order shall be marked in such a manner as to provide adequate identification to the document number and any manufacturer’s identities, part numbers, cast codes or serial numbers as applicable.

13.4 Certification
13.4.1 Each consignment of Goods supplied against the Purchase Order shall be accompanied by the relevant certification/documentation stipulated by the Purchase Order.

13.4.2 Pressure test certification must be dated within six months of anticipated delivery to the Buyer.

13.5 Inspection
13.5.1 Inspection shall be carried out on receipt by the Buyer. Inspection may consist of, but not be limited to:-

1. i) Visual Inspection;
2. ii) Marking/Tagging;
3. iii) Dimensional Inspection; or
4. iv) Pressure/Function Tests

13.5.2 The Supplier shall not refuse any reasonable request by the Buyer to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier or any third party prior to dispatch, and the Supplier shall provide the Buyer with all facilities reasonably required for inspection and testing at no cost to the Buyer.

13.5.3 If inspection of the Goods is to be carried out at the Supplier’s premises, the Buyer is to be given a minimum of 48 hours notice of impending inspection points. All technical queries and documentation which require approval are to be routed to the Buyer.

13.5.4 Any request from the Buyer to dispatch Goods on an urgent basis does not supersede the Supplier’s responsibility for ensuring that inspection requirements are met, unless formal notification that inspection is to be waived is provided in writing by the Buyer.

13.5.5 If as a result of inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Purchase Order, and the Buyer informs the Supplier within 7 days of inspection or testing, the Supplier shall take such steps as are necessary to ensure compliance. Any such inspection or tests shall not in any way relieve the Supplier from any of its obligations under the Purchase Order from those existing either at common law or by statue.

13.6 Product Safety
13.6.1 To ensure product safety, Supplier shall ensure Goods are designed, manufactured, assembled, inspected and tested in accordance with approved standards, procedures, work instructions, manuals and processes.

13.7 HSE
13.7.1 The Supplier shall have established and shall maintain health, safety and environmental management systems which comply fully with current legislation and regulation. Such systems shall be fully auditable by the Buyer on request.

13.7.2 Suppliers who carry out Services on Buyer premises must review, sign and return the Buyer’s “Contractor Health, Safety & Environmental Standard” prior to commencing any Services on Buyer premises. The Supplier must comply with such “Contractor Health, Safety & Environmental Standard” when carrying out all Services on Buyer premises.

13.8 Records
13.8.1 Any records arising out of, in connection with, or relating to Goods conformity shall be legible, effectively archived, readily identifiable and retrievable. Such records shall be retained for a period of 6 years, unless otherwise stated in the Purchase Order. Supplier is not permitted to dispose of such records without Buyer’s prior written approval.

14. ENGINEERING SPECIFICATION
14.1 Goods are to comply with the requirements stated on the Purchase Order or referenced data sheets. The latest revision of Score Engineering Specification ES007 Rev 5 applies in the absence of such detail.

15. CONTROL OF SUBSTANCES HAZARDOUS TO HEALTH (COSHH)
15.1 Where applicable, any hazardous materials/chemicals requested on the Purchase Order shall be

1. i) clearly marked in accordance with the national regulation of the country of destination but as a minimum supplied with hazard symbols and classification clearly identified on containers
2. ii) packaged separately;

15.2 A copy of the Health & Safety Hazard datasheet shall be supplied.

16. BUSINESS ETHICS

16.1 In connection with this Purchase Order, Supplier shall not pay or give, offer to pay or give, promise to pay or give, or authorise the payment or giving of any money, fee, commission, remuneration or other thing of value to or for the benefit of any person, including Government Officials, in order to influence an act or decision of any person or Government Official, or cause any person or Government Official to act or fail to act in violation of his lawful duty, or cause any person or Government Official to influence an act or decision of the government, for the purpose of securing an improper advantage, or in violation of any applicable law, decree, ordinance, rule, regulation or order, including without limitation the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act and any other anti-corruption laws, applicable to either Party, its affiliates, its directors, officers, employees, consultants or agents.

16.2 Supplier agrees and acknowledges that Buyer, itself or through its duly appointed representatives, shall have the right to inspect and audit any and all books and records of Supplier relating to Supplier’s compliance with its obligations under this Clause 16, and to make copies, at its expense, of any such books and records. Supplier agrees to cooperate with Buyer in making its books, records (including data stored on computers), and personnel available in connection with any investigation conducted by Buyer or government authorities of matters that may implicate transactions or activities carried out by Supplier in connection with the Purchase Order.

16.3 Supplier further agrees and acknowledges that, upon request from Buyer, it will sign the Score Supplier Code of Conduct and an anti-bribery and corruption declaration which will certify Supplier’s compliance with this clause 16. Once signed, Supplier will be under an obligation to submit the declaration to Buyer annually thereafter.

16.4 In the event of a violation of this Clause 16, Buyer shall have the right to terminate this Purchase Order immediately upon written notice to Supplier. This termination right is without prejudice to other remedies which Buyer may have under this Purchase Order or its governing law.

16.5 Supplier shall require its affiliates, its sub-contractors and its and their respective directors, officers, employees, consultants, and agents to comply with the obligations of this Clause 16 in connection with this Purchase Order.

17. DATA PROTECTION

17.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 17 is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection Legislation.
17.2 The Data Controller will ensure that all required consents and notices are in place to enable the lawful transfer of Personal Data to the Data Processor for the duration and purposes of the Purchase Order.
17.3 Without prejudice to the generality of this clause, the Data Processor shall, perform its Data Processing obligation under these Conditions by processing Personal Data only on the written instructions of the Data Controller unless otherwise required by the laws of any member of the European Union or by the laws of the European Union applicable to the processing of Personal Data (Applicable Laws). When relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Data Processor shall promptly notify the Data Controller of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit The Data Processor from so notifying the Data Controller.
17.4 Taking into account the state of the art, the cost of implementation and the nature, scope, context and purposes of Data Processing as well as the risk of carrying likelihood and severity for the rights and freedoms of natural persons, the Data Processor shall have in place appropriate technical and organisational measures to ensure a level of security appropriate to that risk.

Buyer stores data on third party platforms and processes data using cloud technology managed by third party service providers. Buyer has arrangements in place with such third party service providers and employs technical and organisational measures to protect confidentiality and security of information shared with them. Upon accepting the Purchase Order, Supplier consents to its data being processed and stored in this manner.

17.5 The Data Processor shall take all reasonable steps to ensure that access to Personal Data is strictly limited to those individuals who need to know/access it for the purposes of the Purchase Order. All personnel who have access to and/or process the Personal Data shall be subject to confidentiality undertakings.
17.6 The Data Processor shall not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained and the following conditions are fulfilled:
a. the Data Processor has provided appropriate safeguards in relation to the transfer;
b. the Data Subject has enforceable rights and effective legal remedies;
c. the Data Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
d. the Data Processor complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of the Personal Data;
17.7 The Data Processor shall not appoint any third party processor of Personal Data under this Purchase Order except with the prior written consent of the Data Controller and subject to the follow provisions:
a. The Data Processor shall carry out adequate due diligence to ensure that the Sub processor is capable of providing the level of protection required by these terms; and
b. The agreement between the third party processor and the Data Processor shall governed by a written contract including terms which offer at least the same level of protection as those set out in these Conditions; and
c. The Data Processor shall remain fully liable for all acts and omissions of any third party processor appointed by it pursuant to this clause.

For the purposes of this clause ‘third party processor’ shall mean any party which is not a member of the Company or Buyer.

17.8 The Data Processor shall assist the Data Controller, at no 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
17.9 Data Processor shall maintain complete and accurate records and information to demonstrate its compliance with this Clause 17. The Supplier shall allow for audits by the Buyer or the Buyer’s designated auditor.
17.10 Data Processor shall notify the Data Controller without undue delay on becoming aware of a Personal Data breach
17.11 Each Party (Indemnifying Party) shall be responsible for and shall save, defend and hold harmless the other party (Indemnified Party) from and against all claims, losses, damages, costs (including legal costs) expenses, liabilities, fines, penalties, and sanctions in respect of:
a. Any breach of the Indemnifying Party’s obligations under these conditions or Data Protection Legislation; or
b. Any act or omission relating to the use of Personal Data which is contrary to the instructions of the relevant Data Controller.
17.12 Data Processor shall at the written direction of the Data Controller, delete or return Personal Data and copies thereof to the Data Controller on termination of the agreement unless required by Applicable Law to store the Personal Data.
17.13 The Buyer may, at any time on not less than 30 days’ notice, revise this Clause 17 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 this agreement)

18. CHILD LABOUR AND MODERN SLAVERY

18.1 The Supplier shall comply in all material respects with the UK Modern Slavery Act of 2015 and any applicable child labour legislation and employment legislation for those jurisdiction(s) where this Purchase Order is being performed.

19. VARIATION

19.1 All amendments to Purchase Orders must be agreed in writing by both the Supplier and the Buyer

THIS DOCUMENT IS SUBJECT TO CHANGE WITHOUT FORMAL NOTICE.