OCCA DESIGN STUDIO LTD
TERMS & CONDITIONS OF PURCHASE
v3 April 2020
Occa Design Studio Ltd, [the Purchaser], only purchase Goods and services on the terms and conditions contained within this document. If you accept our Purchase Order, it will be on these Terms and no other standard terms will apply. If you act in a manner calculated to appear as an acceptance of our Purchase Order, that will act as acceptance and you will be bound by these Terms.
If you wish to reject our Purchase Order and make a counteroffer
you must reply to our Purchase Order in words clearly indicating rejection. Equally, if you make a
counteroffer that is not clearly labelled as such (or as a rejection of our Purchase
Order) no subsequent behaviour of ours can be taken to imply any acceptance by
us of that counteroffer.
If you wish to reject our Purchase Order and make a counteroffer you must reply to our Purchase Order in words clearly indicating rejection. Equally, if you make a counteroffer that is not clearly labelled as such (or as a rejection of our Purchase Order) no subsequent behaviour of ours can be taken to imply any acceptance by us of that counteroffer.
These Terms can only be changed, or other terms agreed, in written correspondence signed by a director or other senior officer of OCCA.
For the purpose of our Terms & Condition of Purchase the following terms apply:
- Contract means the Contract agreed between the Purchaser and the Supplier which may consist of any or all of the following: Purchase Order | Schedules | Data Sheets | Drawings | Special Instructions |these Conditions, and any other annexed documents (or parts thereof) specified in the Purchase Order.
- The Terms means these Terms & Conditions of Purchase.
- Purchaser means Occa Design Studio Ltd (‘us’)
- Supplier means the person, firm or company to whom the Contract is issued (‘you’)
- Goods means any such Goods that are to be supplied to the Purchaser by the Supplier (or by any of the Supplier’s sub-Contractors) pursuant to the Purchase Order and in connection with the Contract.
- Services means any such services including but not limited to consultancy, professional services, training, storage, installation etc that are rendered to the Purchaser by the Supplier (or by any of the Supplier’s sub-Contractors) pursuant to or in connection with the Contract.
- Schedule means a document detailing the Purchaser’s requirements, including product descriptions and quantities.
- Data Sheet means a document that fully details a product specification
- Drawing means a design document providing design details and intent for custom made Goods
- Specifications means the description of the design, materials, quality & standards of Goods that are designed and specified for supply specifically to the Purchaser by the Supplier (or by any of the Supplier’s sub-Contractors), including non-standard items & customised products that are pursuant to or in connection with the Contract
- Purchase Order means the document setting out the Purchaser’s requirements for the Contract including costs.
- Order Confirmation means written confirmation of acceptance of our Purchase Order
- Performance means the execution of the requirements of the Purchase Order by the Supplier
- Deliverables means all Deliverables, Goods & Services detailed in the Purchase Order and/or annexed documents
1 THE CONTRACT
1.1 Our Contract with you, our Supplier, will comprise of our Purchase Order, these Terms, anything else we expressly agree in writing, any content imposed by law, and nothing else.
1.3 If you want to change one of our Terms or for us to accept a term of yours, or accept a particular responsibility, or if you wish to rely on a representation we have made, you are required to obtain our express written agreement from a director or senior officer on that point.
We will deal with you in reliance on these Terms, therefore our acceptance of Contractual Performance by you does not imply acceptance of any terms that are different to our Terms.
You are required to indemnify us against any consequence of your seeking to rely on any Contractual terms, or any statement, understanding or representation which is not Contractually agreed as set out in this section 1.
For purposes of these Terms, written agreement may be communicated by e-mail.
1.4 If any of the Terms of the Contract conflict with or contradict each other those Terms will over-ride each other in the following order of priority:
1.4.1 any express written agreement from us
1.4.2 our Purchase Order
1.4.3 these Terms
1.5 We are not Contractually bound to you until we place a formal Purchase Order and then only to the extent of the issues specifically covered by that Purchase Order or in writing signed by a director or senior officer. We will only be Contractually bound to you when you accept our Purchase Order with a formal Order Confirmation in writing and we agree with the contents of that, or, if later when we accept Performance by you.
1.6 Your Order Confirmation must contain the following information:
1.6.1 Item, unit price, delivery date & delivery address.
1.6.2 All amounts relating to the Performance including, but not limited to other charges, shipping & logistics costs, surveys, drawings, production costs etc.
1.6.3 Corrections and notification of any incorrect or incomplete information noted in the Purchase Order.
1.6.4 All relevant taxes and import duties.
Note that we will only pay for Deliverables & Goods shown on the Purchase Order and agreed on the Order Confirmation or amendments made in writing or (if later) when we accept Performance by you.
1.7 No other costs will be considered payable. You shall not offer or give or agree to give to any employee or representative of ours any gift or consideration in kind as inducement or reward for doing or refraining from doing or for having done or refrained from doing, any act in relation to the obtaining or execution of this or any other Contract with us or for showing or refraining from showing favour or disfavour to any person in relation to this or any such Contract. Your attention is drawn in this matter to the criminal offences created by the Bribery Act 2010
2.1 If we order Goods from you then, unless otherwise stated, the order is deemed to include the supply of all relevant documentation and certification, and of any commissioning of those Goods, necessary to enable us and our Client’s to use them for their intended purposes.
2.2 If we order Services then, unless otherwise stated, our order includes the complete Performance of those services including any employee instruction, manuals, explanations or certifications necessary to enable us and our Clients to benefit from them for their intended purposes.
2.3 If we order Goods and Services then, unless otherwise stated, our order includes any legal rights necessary to use those Goods or services for their intended purposes.
3. DELIVERABLES | GOODS
3.1 The Deliverables & Goods shall be to our satisfaction and shall conform in all respects with the particulars specified in the Purchase Order and any variations subsequently agreed in writing.
3.2 The Deliverables & Goods must be fit for the purpose for which such Goods are ordinarily used and for any particular purpose made known to you by us. We will rely on the skill and judgement of you in the supply of the Goods and the execution of the Contract.
3.3 The Deliverables & Goods must conform in all respects with the requirements of any statutes, orders, regulations or bye-laws in force in relation to the end user’s Property to which they are being delivered.
3.4 You are responsible for ensuring that Deliverables & Goods meet the relevant fire and life safety standards and regulations where noted in the Purchase Order and in relation to the proposed use of the Goods.
3.5 The Deliverables & Goods must be free from defects in design, materials and workmanship and notwithstanding wear & tear, remain so for a period of 3 years after delivery.
4.1 The price of the Deliverables will be as stated in our Purchase Order and no increase will be accepted by us unless agreed in writing prior to the execution of the Contract.
4.2 The price of the Deliverables will be as stated in our Purchase Order unless otherwise stated, will be:
4.2.1 inclusive of all charges including but not limited to packaging, packing, shipping, carriage, storage, logistics, delivery, commissioning & insurance for Performance of Deliverables to or at the delivery address, and of any duties or levies
4.2.2 payable in GBP unless otherwise agreed
4.2.3 fixed for the duration of the Contract
4.2.4 We will seek and be entitled to any discount for prompt payment, bulk purchase, rebates or the like normally granted by you in comparable circumstances
4.4 If we will be reliant on you for any supplies of maintenance, training, spare parts, consumables or other Goods, rights or services to benefit fully from the Deliverables (“Follow-on Deliverables”) then you will provide those Follow-on Deliverables or procure them to be provided, for at least 3 years following full Performance, at fair and reasonable prices which take no advantage of our dependence on you for their supply.
5. PACKAGING, DELIVERY AND RISK
5.1 Any Goods will be delivered to, and any services performed at, the address and on the date stated in the Purchase Order during usual business hours unless otherwise agreed in writing in advance.
5.2 You recognise that the date of delivery of any Goods or rights, and the Performance of any services, is a key factor of our Contract. Failure to deliver within the time specified and the agreed delivery date shall enable us, at our discretion, to release ourselves from any obligation to accept and pay for the Deliverables & Goods and/or to cancel all or part of the Contract, therefore, in either case, without prejudice to our other rights and remedies which include the right to:
5.2.1 terminate the Contract with immediate effect by providing you with written notice
5.2.2 refuse to accept any subsequent Performance of the Deliverables & Goods attempted by you
5.2.3 recover from you any costs incurred by us in obtaining substitute Deliverables & Goods from a third party
5.2.4 demand a full refund of any sums paid to you in advance of the agreed date of delivery.
5.3 If any Deliverables and Goods are not supplied on or by the agreed date and we agree to a new date for the Deliverables or Goods, then, in addition to any other remedies available to us, we will be entitled to deduct 5% of the overall Contract price for those Deliverables and Goods, for every week’s delay starting from the original agreed date of delivery.
5.4 A Delivery Note quoting the number of the Purchase Order must accompany each delivery or consignment of Goods and must be displayed prominently.
5.5 Where Deliverables & Goods are to be supplied in instalments, the Contract is still to be treated as a single Contract. If you fail to deliver or perform any instalment, we may at our discretion treat the whole Contract as repudiated.
5.6 You will comply with any reasonable requirements we may have as regards the packaging and packing of any Contract Goods, and as to information to be displayed on packaging or included on dispatch documentation and bills of lading. Subject to that, you will ensure that all packaging, packing, labelling and documentation is such as to ensure full compliance with legal requirements throughout the scheduled delivery process.
5.7 We may reject any Deliverables & Goods which are not fully in accordance with the Contract. Acceptance does not occur until we have had a reasonable time to inspect or consider the relevant Deliverables & Goods following supply and, in the case of latent defect, a reasonable period after the defect becomes apparent.
5.8 Where you are delivering directly to a project address, and not our third-party warehouses, you undertake to remove all packaging materials from the site for environmental disposal unless otherwise instructed in writing.
5.9 We will not be bound to return to you any packaging or packing material, but if any relevant requirement for packaging recycling applies, you will take materials back free of charge on request.
5.10 Any packaging materials that remain on site will be considered non-returnable and will be destroyed unless your Delivery Note states that such materials will be charged for unless returned. We accept no liability in respect of the non-arrival at your premises of empty packages returned by us.
5.11 You represent and warrant that the maximum use has been made of recycled materials in the manufacture of crates, pallets, boxes, cartons, cushioning and other forms of packing, where these fulfil other packing specifications.
5.12 If you use third party couriers or carriers for the purpose of delivering Goods you accept that the responsibility of delivering Goods to the given address remains with you until the Goods have arrived at the address and proof of delivery is available, that the goods are fully insured while in transit and that any damages or losses that occur during transit remain your liability.
5.13 Risk of damage or loss of Deliverables & Goods passes to us on delivery.
5.14 Property and ownership of Deliverables & Goods will pass to us on delivery unless we have paid in whole or in part for the Goods in advance. In that case it will pass to us as soon as the Goods have (or, if Goods are being assembled for us, each successive component of the Goods has) been appropriated to the Contract.
5.15 If we supply any articles to you, e.g. for repair, modification or copying, they remain our property at all times. Those articles must be kept confidential and secure and we can enter your premises at any time on reasonable notice to ensure that this is so. While those articles are in your custody you must not use them, copy them or disseminate them, electronically or otherwise, except in the Performance of our Contract.
5.16 Any Goods provided by us to you on a free issue basis will remain our absolute property throughout and will be at your risk while the Goods are, or are supposed to be, in your possession. You are not to part with possession (save to us) unless with our express prior written consent.
5.17 If the Contract terms refer to terms such as FOB and C&F, which bear defined meanings in the current edition of Incoterms, those defined meanings will apply unless expressly stated otherwise.
6.1 The quantity, quality and description of Deliverables & Goods will be as specified in our Purchase Order and these Terms or as agreed by us in writing, subject to which then in full accordance with your representations.
6.2 You warrant that all Electrical & Engineering Goods and services or any associated builders works provided by you or your sub-Contractors are undertaken by qualified personnel and conform to the relevant country / local Industry Standards and comply with the relevant country / local rules, guidelines and laws regarding installation, operation, use, storage, handling, delivery etc.
6.3 You have sole responsibility for complying with all applicable regulations and other legal and regulatory requirements concerning Performance of the Contract, and for ensuring that we can, in compliance, likewise, fully utilise the Deliverables & Goods for their intended purposes
6.4 We will be allowed to inspect any Contract Goods during (and your premises for) manufacture and storage so long as we request an inspection by reasonable notice. If, as a result of the inspection, we are not satisfied that the quality of the Goods or the standards of their manufacture, storage or handling conforms with the Contract, you will take such steps as are necessary to ensure compliance. If, after that, we are still not satisfied we can cancel the Contract without penalty.
6.5 If, before Performance has occurred in the relevant respect, we notify you in writing of any change in the desired specification (including as to quality and time scales) we/you will respond as follows:
6.5.1 we appreciate that a change may affect the Contract Price or may even be unachievable.
6.5.2 if the change would reduce your costs, the Contract Price will reduce to fairly reflect that saving.
6.5.3 if the change would increase your costs you may notify us promptly, in writing, of a proposed revision of the Contract Price fairly and proportionately reflecting any unavoidable such increased cost: you and we will then use our reasonable efforts to agree the revised terms in full, including as to price, pending which the Contract variation will not take effect.
6.5.4 if the change would for any reason be unachievable, you may notify us of that promptly and in writing, with reasons. Both parties will then use reasonable efforts to reach a mutually acceptable Contract variation.
what amounts to “prompt” notice will depend on feasibility for you and urgency for us, but not in any case later than 48 hours (excluding hours of days which are Saturdays, Sundays or are recognised bank holidays) from our notice of proposed change.
6.5.5 failing notice under either 6.5.3 or 6.5.4, our proposed change will be deemed to have been accepted, and the Contract will be deemed to have been varied with immediate effect to reflect the requested specification change with no price increase.
6.5.6 in no event, agreed or not, will we be liable to you in respect of any Contract variation for more than a reasonable and proportionate reflection of such increased costs as you could not reasonably have been expected to avoid. The Contract Price will not in any circumstance increase except with our express written agreement under, or referring explicitly to, this sub-section of these Terms.
6.6 Beyond Performance, we may on occasion require urgently, information as to precisely how Deliverables & Goods were Performed, and as to all relevant activities of any suppliers or sub-Contractors of yours. You will meet any reasonable such request as soon as reasonably possible and will keep records adequate for that purpose for at least three years after completion of Performance.
Without limitation, these records must provide full traceability for all Goods comprised in, or used in making, any Contract Goods which are in any respect safety critical including but not limited to FR certificates, electrical certificates etc
They must also demonstrate compliance of the Contract work with all legal or regulatory requirements and with all Contractually binding quality and Performance standards.
If, before Performance has occurred in the relevant respect, we notify you in writing of any change in desired specification
6.7 On completion of Performance, all instructions, care information, manuals, guarantees and other such paperwork relating to the Deliverables & Goods must be collated in an orderly manner and handed over to us within 30 days. Final payment may be withheld for as long as these documents are outstanding.
7. WARRANTIES AND LIABILITY
7.1 You warrant that:
7.1.1 the quantity, quality, description and specification for the Deliverables & Goods will be those set out in our Purchase Order, apart from which then of the best standards reasonably to be expected in the market for that kind of Deliverable or Good; and
7.1.2 no substitutions will be made without the express written agreement of us
7.1.3 all Deliverables & Goods are fit for purpose for the intended use
7.1.4 all Deliverables & Goods will be free from defects in materials and workmanship
7.1.5 all Deliverables & Goods will comply with all statutory requirements and regulations, and with all normally applicable quality standards, relating to their sale or supply
7.1.6 all claims made by you about the Deliverables & Goods ordered, and all claims in your advertising, specification and promotional material, are correct and can be relied upon
7.1.7 all services will be performed by appropriately qualified, experienced and trained personnel
7.1.8 neither the sale and supply of Deliverables & Goods, nor their proper use by us for an intended purpose, will breach any property rights in or about those Deliverables & Goods, including intellectual property rights, of any other person.
7.2 All warranties, conditions and other terms implied by statute or common law in our favour will apply to any Deliverables & Goods bought from you.
7.3 It is your responsibility to find out from us the purpose that we intend the Deliverables to be put to. You warrant that they will be suitable for those intended purposes, save only for any unsuitability which you have, as soon as might reasonably have been expected of you (and in any case before starting Performance) expressly notified to us in writing.
7.4 You will indemnify us and keep us indemnified against any cost, claim, expense or liability arising from any risk for which you are responsible under this Contract including but not exclusively:
7.4.1 any claim made against us 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, to the extent that the claim is attributable to the acts or omissions of you, your employees, agents or sub-contractors
7.4.2 any claim made against us by a third party for death, personal injury or damage to property arising out of or in connection with defects in the Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of you, your employees, agents or sub-contractors
7.4.3 any claim made against us by a third party arising out of or in connection with the supply of the Goods or the Services, to the extent that such claim arises out of the breach, negligent Performance or failure or delay in Performance of the Contract by you, you employees, agents or sub-contractors.
7.5 If you fail to comply with any obligation under the Contract we will be entitled, at our discretion, to reject any Deliverables & Goods and you will not be entitled to receive payment for those.
7.6 If any Contract Goods do not comply with all Contract requirements or our Specifications, we can demand that you repair them or supply replacement Goods within seven days or, at our sole discretion, we can reject the Goods and demand the repayment of any sum already paid for them.
7.7 We will not be liable to you for any delay or failure to perform any of our obligations under this Contract if the delay or failure was due to a cause beyond our reasonable control.
7.8 If any Contract Goods or rights were bought or obtained by you from a third party then any benefits or indemnities that you hold from that other party, in respect of those items, will be held on trust for us.
7.9 You will insure yourselves and remain insured until Performance is complete, against all normal insurance risks relevant to your work for or with us, on terms and for amounts consistent with normal business prudence. You will demonstrate to us the terms and currency of any such insurance on request.
8. COPYRIGHT & INTELLECTUAL PROPERTY
8.1 We retain copyright and any other available intellectual property rights in any plans, design drawings, patterns, models, designs, computer programs, data, specifications or the like which we supply to you. You must indemnify us against any loss caused to us, and account to us for any profit which you make, through breach of this provision.
8.2 You must not infringe any Intellectual Property Rights of any third party in performing its obligations under the Contract. You shall indemnify us against all actions, claims, demands, losses, charges, costs and expenses which you may suffer or incur as a result of or in connection with any breach of this condition.
8.3 The provisions of this Condition shall apply during the continuance of this Contract and after its termination howsoever arising.
9. HEALTH & SAFETY
9.1 You are deemed to have and will continue to comply with the current UK Health & Safety rules and legislation along with all current Environmental and Sustainability legislation and will hold us harmless against any liability if the Goods or services are found to be non-compliant.
9.2 We require that you provide evidence that your personnel are trained in all aspects of the all current Health & Safety, and Environmental rules and regulations that are relevant to your Performance.
9.3 If any Performance occurs on our premises or the premises of our third-party warehouses or our Client’s premises, then this sub-section will apply.
9.3.1 you will ensure that best industry standards are adopted for the health and safety both of your personnel and of any other individuals affected by your actions. We may refuse or terminate access to any individual whom we reasonably consider undesirable to have on our premises or the premises of our third-party warehouses or our Client’s premises
9.3.2 your personnel must, while on our or our premises or the premises of our third-party warehouses or our Client’s premises, comply with all security, health and safety routines, times and areas of access, and otherwise
9.3.3 you will be responsible to us on a full indemnity basis for all damage and injury caused by your staff on our premises, third party warehouses or in our Client’s premises
10. PRIVACY & CONFIDENTIALITY
10.1 We may ask you to sign an NDA in relation to access to some of our Private Client’s Properties for the completion of the Performance. In Signing this NDA you will warrant that all your personnel are fully aware of the conditions of that NDA and the serious implications of a breach.
10.2 Your personnel must, while on our Client’s premises, comply with our strict requirements in respect of complete discretion and respect of our Client’s rights to privacy.
10.3 In consideration that we are employed by Private Clients to complete personal projects with the utmost privacy & discretion, you hereby agree that not without our express written consent will you:
10.3.1 allow any of your employees or sub-Contractors to take any video, audio or photographs or otherwise record the activities of anything or anyone on or around our Private Client’s property
10.3.2 communicate or otherwise, make available to any third party any Private & Confidential Client Information to which you, your employees or your sub-contractors may become privy during the Performance of our Contract
10.3.3 use any Private & Confidential Client Information other than for the purposes for which it was intended
10.3.4 copy or reproduce in any way any Client Private & Confidential Information, except as may be strictly necessary for the completion of the Contract
10.3.5 use, reproduce, transfer or store any Private Client Private & Confidential Information in an externally accessible computer or electronic retrieval system or transmit it in any form or by any means outside your usual place of business
10.3.6 modify, amend, remove or alter the contents of Private Client Personal Data or disclose or permit the disclosure of any of the Personal Data to any third party without the prior written authorisation of us
10.3.7 discuss, communicate, publish or otherwise make available any personal information or data obtained by you in relation to our Private Clients to any third party
10.4 You will ensure that only those personnel or sub-contractors who need to have access do and you will immediately notify us in the event that they or you become aware of any breach.
10.5 You will take immediate steps to investigate, remediate and mitigate the effects of such a breach in line with the Data Protection Laws and provide us with any co-operation, information, support and assistance considered necessary by us to allow us to meet our obligations to our Private Clients, legal bodies, data subjects or any other supervisory.
11.1 Unless otherwise agreed, invoices for the Deliverables are to be issued to us for approval on, or after, completion of Performance (as defined in section 6). Each invoice must quote the number of our Purchase Order. No sum may be invoiced more than 90 days beyond the date of Performance.
11.2 VAT and local taxes where applicable must be shown separately on all invoices as a net extra charge
11.3 Unless otherwise stated in the Purchase Order, we will pay approved invoices within 30 days of the end of the month in which we receive the invoice.
11.4 We will be entitled to set off against the price any money owed to us by you.
12.1 Invoices for the Deliverables may be sent to us on, or after, completion of Performance (as defined in section 6). Each invoice must quote the number of our Purchase Order. No sum may be invoiced more than 90 days late.
12.2 Any rights which you are Contracted to supply must be provided to us in accordance with subsections 12.2 or 12.3 as applicable.
12.3 This sub-section will apply to the following types of Contract right: where the Contract expressly identifies particular rights as covered by it; where the rights in question are evidently not unique to our Deliverables or Goods (for instance you evidently supply the same thing, in the relevant respect, to others); or if those rights evidently derive from a third party of whom the same would be true (for instance you supply software on what you have told us is a proprietary third-party platform). In those cases, we are not to expect full ownership of those rights. You will however validly licence those rights to us, or procure them to be validly licensed to us, on the following terms: assignable; royalty-free; covering usage for any likely intended purpose, and free of any obligation on us save such as we expressly agree in the Contract or as are the minimum reasonably necessary for the maintenance of the right in question.
12.4 This sub-section will apply to all Contract rights to which section 12.3 does not. In that case you will transfer to us, or procure to be transferred to us, with full title guarantee the ownership of those rights to the full extent (including as to territory) that we reasonably need them for our intended purposes, and to the full extent of any wider rights available to you. You will execute any documents and make any declarations reasonably required by us, now or in future, to transfer those rights, you will not exploit those rights save for us or with our written consent, and you will (to the extent not yet legally transferred) hold all such rights on trust for us absolutely for the maximum permitted period of eighty years. We have your irrevocable power of attorney to execute any such documents and make any such declarations on your behalf if you fail to do so promptly on request.
12.5 If you carry out any development work at our request and wholly or primarily at our expense, we will own all intellectual property rights generated by that work, and section 12.3 will apply to those rights.
12.6 You will do anything reasonably required by us, during or after Performance, to perfect any transfer or licence of rights to us under this section or to assist us in registering or authenticating (but not at your cost enforcing or defending) those rights.
13.1 If Goods have been offered by you as, or if they are, standard or stock items we can, by notice to you, at any time up to delivery, cancel our commitment to buy them. Any other commitment of ours to receive and pay for customised or non-standard Deliverables or Goods may be cancelled by us as follows:
13.1.1 we will be bound to reimburse you for all irrecoverable costs incurred, or unavoidably committed, by you up to the point of cancellation
13.1.2 by costs is meant for this purpose the direct costs to you of Performance, to an aggregate amount not exceeding 80% of the purchase price for the cancelled commitment
13.1.3 we will be entitled, if we wish it, to the benefit of the part-finished Deliverables in question.
13.2 We may suspend Performance of, or cancel, or suspend and then at any subsequent time cancel, the Contract without any liability to you if you breach its terms, or if your business fails.
13.3 Your business will be treated for this purpose as having failed if:
13.3.1 you make any voluntary arrangement with your creditors
13.3.2 (being an individual or firm) you become bankrupt
13.3.3 (being a company) you become subject to an administration order or go into liquidation
13.3.4 any third party takes possession of, or enforces rights over, any of your property or assets under any form of security
13.3.5 you stop or threaten to stop carrying on business
13.3.6 you suffer any process equivalent to any of these, in any jurisdiction; or
13.3.7 we reasonably believe that any of the events mentioned above is about to occur and we notify you accordingly.
13.4 Any right of cancellation or suspension under this section is additional to any rights available to us under the law of any relevant jurisdiction.
14.1 You will keep strictly private & confidential all information which you learn about us or our customers & Clients, and use that information only for the Performance, in good faith, of your Contractual obligations to us. By way of illustration only, you may not use such information to help our competitors poach our staff or disparage our reputation. This restriction will apply until the fifth anniversary of the Contract date and does not apply to information which was demonstrably public knowledge at the time of usage by you.
14.2 Our relationship is as independent Contractors only, not as partners or as principal and agent. The Contract is non-assignable by you. It is assignable by us only to a group company, that is a company in the same ultimate beneficial ownership. You may sub-contract or delegate Performance in particular respects but not generally and not as regards your responsibility to us, nor your direct contact with us, in any respect.
14.3 You will procure that none of your associates behaves in a way which, had the behaviour been yours, would have breached the Contract. We hold the Contract on trust for ourselves and all associates of ours, and the Contract is made for the benefit of all of them so that you will be liable for damage caused to our associates as well as ourselves. Our respective associates for this purpose are any parent company or ultimate controlling shareholder and any company owned by either.
14.4 No waiver by us of any breach of Contract by you will be considered as a waiver of any subsequent breach of the same or any other provision, or as a release of the provision which you breached. No delay by us in enforcement, and no toleration shown by us, is to imply any waiver or compromise of our rights.
14.5 If any provision of these Terms is held by competent authority to be invalid or unenforceable in whole or in part the validity of the other Terms and of the remainder of the provision in question will not be affected. Every provision is severable from every other.
14.6 Any written notice under these Terms will be deemed to have been sufficiently served if sent by post or e-mail (but in this case only on evidence of successful transmission and only if the parties have regularly communicated on Contract matters by that e-mail route).
14.7 The Contract will be governed by the law of Scotland and you submit to the non-exclusive jurisdiction of the Scottish courts.
15. DISPUTE RESOLUTION
15.1 The parties must attempt in good faith to resolve any dispute between them arising out of or in connection with the Contract.
15.2 Any dispute or difference arising out of or in connection with the Contract, including any question regarding its existence, validity or termination which cannot be resolved in good faith, shall be determined by the appointment of a single arbitrator to be agreed between the parties, and failing agreement within 14 days after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be appointed by the Scottish Arbitration Centre on the written application of either party. The seat of the arbitration shall be in Scotland. The language used in the arbitral proceedings shall be in English.
15.3 Any arbitration under 15.2 is subject to the Arbitration (Scotland) Act