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Terms and Conditions

The Customer's attention is particularly drawn to the provisions of clause 15 (Limitation of liability).
1. Interpretation
The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 19.8.

Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Customer: the person or firm who purchases the Goods and/or Services from the Supplier.

Customer Error: has the meaning given in clause 2.6.

Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer.

Delivery Location: has the meaning given in clause 4.2.

Force Majeure Event: has the meaning given to it in clause 18.

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

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

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

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.

Losses: includes 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 professional costs and expenses).

Print-Ready Artwork: has the meaning given in clause 3.7.

Order: the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.

Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.

Supplier: AGNE Limited trading as AlphaGraphics registered in England and Wales with company number 06340380.

Supplier Materials: has the meaning given in clause 8.1(m).

Supplier’s Collection Premises: 9 Vanguard Court, Preston Farm, Stockton On Tees, Cleveland, TS18 3TR

1.2 Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its successors and permitted assigns.
(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes fax and email. 
2. Basis of Contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

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

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

2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2.6 The Supplier shall use its best endeavours to quote for Goods and Services accurately based upon information provided by the Customer at the time the quotation is prepared. However, if the information provided by the Customer transpires to be incorrect due to a typographical, clerical or data error by the Customer (Customer Error) the Supplier reserves the right to correct quotation or Order.

2.7 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3. Goods
3.1 The Goods are described in the Goods Specification.

3.2 The Customer must ensure that the details specified in the Goods Specification are complete and accurate. The Supplier will use reasonable endeavours to rectify any errors in the Goods Specification but the Supplier cannot guarantee that they will be able to do so once the Order has been accepted.

3.3 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Goods Specification. This clause 3.3 shall survive termination of the Contract.

3.4 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

3.5 Any Supplier Materials used to produce the Goods and supply the Services shall remain the Supplier’s exclusive property.

3.6 The Supplier may provide the Customer with a proof of artwork to be printed for Customer approval. Once the proofs are approved they are deemed to be correct and ready for printing. The Supplier will not accept liability for any errors that are not corrected once the proofs have been authorised by the Customer. The Supplier reserves the right under clause 10.3(b) to increase any charges for Goods if the Customer requests an alteration which did not form part of the original Order.

3.7 If the Customer declines a proof of artwork from the Supplier, the Customer must ensure that any original copies and/or artwork is a file that can produce a high-resolution printed output without requiring additional alteration or intervention by the Supplier (Print-Ready Artwork). The Supplier will not take responsibility for any errors in Goods where the Customer has declined a proof of artwork.

3.8 The Supplier is not responsible for images that may be blurred or pixelated due to Customers supply of original copies and/or artwork not being Print-Ready Artwork. If the artwork supplied by the Customer is not Print-Ready Artwork the Supplier will contact the Customer to make amendments. The Supplier reserves the right under clause 11.3(b) to increase any charges for Goods if the original copies and/or artwork are not Print-Ready Artwork.
4. Delivery of Goods
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows all relevant Customer and Supplier reference numbers and the type and quantity of the Goods (including the code number of the Goods, where applicable).

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. Unless agreed in advance between the parties, the Customer can collect the Goods from the Supplier’s Collection Premises or such location as may be advised by the Supplier prior to collection within three Business Days of the Supplier notifying the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location (or if agreed in advance between the parties when the Customer loads the Goods from the Supplier’s Collection Premises).

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

4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.6 If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If ten Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for the price of the Goods.

4.8 The Supplier may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.9 The Customer acknowledges that delivery of the Goods is not sent via a tracked or guaranteed service. As a result the Supplier does not accept responsibility for delays caused by third parties which occur after the Goods have been dispatched.

4.10 The Supplier shall use every endeavour to deliver the correct print quantity ordered, but estimates are conditional on margins of 5% for Goods the quantities will be charged or deducted from the invoice of Goods.

4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows all relevant Customer and Supplier reference numbers and the type and quantity of the Goods (including the code number of the Goods, where applicable).

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. Unless agreed in advance between the parties, the Customer can collect the Goods from the Supplier’s Collection Premises or such location as may be advised by the Supplier prior to collection within three Business Days of the Supplier notifying the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location (or if agreed in advance between the parties when the Customer loads the Goods from the Supplier’s Collection Premises).

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

4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

4.6 If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7 If ten Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for the price of the Goods.

4.8 The Supplier may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.9 The Customer acknowledges that delivery of the Goods is not sent via a tracked or guaranteed service. As a result the Supplier does not accept responsibility for delays caused by third parties which occur after the Goods have been dispatched.

4.10 The Supplier shall use every endeavour to deliver the correct print quantity ordered, but estimates are conditional on margins of 5% for Goods the quantities will be charged or deducted from the invoice of Goods. 
5. International Delivery
5.1 If the Customer orders Goods for delivery to an international destination, the Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that the Supplier has no control over these charges and the Supplier cannot predict the amount.

5.2 The Customer shall be responsible for the payment of import duties and taxes.

5.3 The Customer must comply with all applicable laws and regulations of the country for which the Goods are destined. It is the Customer’s responsibility to obtain any necessary licences if required. The Supplier will not be liable or responsible if the Customer breaks any such law. 
6. Quality of Goods
6.1 The Goods supplied to the Customer by the Supplier under this agreement shall:

(a) conform with their description and any applicable Goods Specification;
(b) be free from material defects in design, material and workmanship and remain so for 6 months after Delivery (unless the product is faulty as a result of Customer supplied original copies and/or artwork not being Print-Ready Artwork); and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for purpose held out by the Supplier.

6.2 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the agreement. 
7. Acceptance and Defective Goods
7.1 The Customer may reject any Goods delivered to it that do not comply with Clause 6.1, provided that:

(a) a notice of rejection is given to the Supplier in the case of a defect that is apparent on normal visual inspection, within five Business Days of Delivery;
(b) none of the events listed in Clause 7.3 apply.

7.2 If the Customer fails to give notice of rejection in accordance with Clause 7.1, it shall be deemed to have accepted the Goods.

7.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 6.1 if:

(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 7.1;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, incorrect handling, wilful damage, negligence, modification, inappropriate use or treatment, abnormal conditions or exposure to corrosive substances otherwise injurious to the Goods or Goods materials; or
(f) the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

7.4 If the Customer rejects Goods under clause 7.1 due to the Goods’ failure to comply with the warranty in clause 6.1, the Customer shall be entitled to:

(a) require the Supplier to repair or replace the rejected Goods; or
(b) require the Supplier to repay the price of the rejected Goods in full.

7.5 Once the Supplier has complied with the Customer’s request under clause 7.4, it shall have no further liability to the Customer for the rejected Goods’ failure to comply with Clause 6.1.

7.6 The terms of this agreement shall apply to any repaired or replacement Goods supplied by the Supplier. 
8. Title and Risk
8.1 The risk in the Goods shall pass to the Customer on completion of delivery.

8.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums. If the Customer resells the Goods before the Supplier receives payment in full, title to the Goods shall pass to the Customer at the time specified in clause 8.4.

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

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(d); and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.

8.4 Subject to clause 8.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs; and
(c) if the Customer shall sell the Goods the proceeds of the sale of those Goods shall be held on trust for the Supplier.

8.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(d), then, without limiting any other right or remedy the Supplier may have:

(a) the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
9. Supply of Services
9.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

9.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

9.3 The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

9.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
10. Customer's Obligations
10.1 The Customer shall:

(a) ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
(b) ensure any original copies and/or artwork does not breach any third party intellectual property rights;
(c) ensure that any proofs provided by the Supplier are complete and accurate;
(d) ensure original copies and/or artwork and other originating media is sufficient and adequate;
(e) ensure any original copies and/or artwork is Print-Ready Artwork;
(f) ensure that machine readable code or symbols will read correctly on the equipment that it is likely to be used by and for what the machine readable code or symbol is intended;
(g) ensure the material specified is suitable for normal processing, printing or binding without marking;
(h) co-operate with the Supplier in all matters relating to the Services;
(i) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
(j) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(k) prepare the Customer's premises for the supply of the Services;
(l) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(m) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's instructions or authorisation; and
(n) comply with any additional obligations as set out in the Service Specification and the Goods Specification.

10.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 10.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
11. Charges and Payment 
11.1 The price for Goods:

(a) shall be the price set out in the Order; and
(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer.

11.2 The charges for Services shall be calculated on a time and materials basis:
(a) the charges shall be calculated in accordance with the Order;
(b) the Supplier's daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
(c) the Supplier shall be entitled to charge an overtime rate of 20% of the daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2(b); and
(d) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

11.3 The Supplier reserves the right to:

(a) increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Average Earnings Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Average Earnings Index;
(b) increase the price of the Goods or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods or Services to the Supplier that is due to:
(i) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increase in delivery costs, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or
(ii) any Customer Error; or
(iii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
(iv) any request by the Customer to make alterations to proofs which did not form part of the original Order; or
(v) any additional work that is required which did not form party of the original Order; or
(vi) any additional work that is required because original copies and/or artwork was of insufficient or inadequate quality; or
(vii) any additional work that is required due to original copies and/or artwork infringing third party intellectual property rights; or
(viii) any additional work that is required due to the original copies and/or artwork not being Print-Ready Artwork; or
(ix) any additional work that is required because magnetic media does not comply with the Supplier’s requirements with regards to format, control, characters or any other significant characteristics; or
(x) any change in material initially requested by the Customer becomes unsuitable for normal processing; or
(xi) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

11.4 In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services. The Supplier will at the Customer’s request invoice the Customer in advance of completion of delivery or completion of the Services.

11.5 The Customer shall pay each invoice submitted by the Supplier:

(a) within 30 days of the date of the invoice ; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
(c) time for payment shall be of the essence of the Contract.

11.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

11.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 16 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 11.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

11.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12. Intellectual Property Rights
12.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

12.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

12.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 12.2.

12.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
13. Data Protection and Data Processing
13.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

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

13.3 Without prejudice to the generality of clause 13.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Supplier for the duration and purposes of the Contract. If no such consents and notices are lawfully in place the Customer shall indemnify the Supplier against all Losses suffered or incurred by the Supplier arising out of or in connection with any such thing.

13.4 Without prejudice to the generality of clause 13.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:

(a) process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (Applicable Data Processing Laws). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit the Supplier from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) notify the Customer without undue delay on becoming aware of a Personal Data breach;
(f) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Data Processing Law to store the Personal Data; and
(g) maintain complete and accurate records and information to demonstrate its compliance with this clause 13.

13.5 The Customer consents to the Supplier appointing third-party processors of Personal Data under the Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 13.

13.6 Either party may, at any time on not less than 30 days' notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
14. Confidentiality
14.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.

14.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
15. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
15.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

15.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

15.3 Subject to Clause 15.2, the Supplier’s liability to the Customer shall not exceed £1,000,000. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

15.4 This clause 15.4 sets out specific heads of excluded loss:

(a) Subject to clause 15.2, the types of loss listed in clause 14.4(b) are wholly excluded by the parties.
(b) The following types of loss are wholly excluded:
(i) Loss of profits.
(ii) Loss of sales or business.
(iii) Loss of agreements or contracts.
(iv) Loss of anticipated savings.
(v) Loss of use or corruption of software, data or information.
(vi) Loss of or damage to goodwill.
(vii) Indirect or consequential loss.

15.5 Where the Customer provides artwork, transparencies or other material for the purpose of the Order in the event of loss or damage to such artwork, transparency or other material the Supplier’s liability shall be limited to the Customers cost of duplication of such material.

15.6 The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 clause 9. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

15.7 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

15.8 This clause 15 shall survive termination of the Contract.
16. Termination
Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 3 months' written notice.

16.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

16.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

16.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 15.2(b) to clause 15.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them.
17. Consequences of Termination
WHERE YOU DEAL WITH US AS A CONSUMER THIS CLAUSE SUPPLEMENTS YOUR OTHER RIGHTS RELATING TO DEFECTIVE GOODS OR SERVICES GIVEN TO YOU BY LAW.

17.1 Subject to your inspection of the Goods on delivery and/or the Services at the time of performance in accordance with clause 16 above, we warrant (subject to the limitations set out in clauses 17.2 and 18 below) that where Goods of our own manufacture (but excluding constituent parts or parts provided by our suppliers or sub-contractors) or Services provided by us prove under normal conditions to the reasonable satisfaction of both of us to be damaged or defective or not to comply with the agreed specification due to defects in material or workmanship and if the conditions set out below are each satisfied we shall (at our election) repair or replace free of charge any Goods (or the relevant constituent parts) or re-perform free of charge, or at our option refund the price of any of, such Services. Our conditions (each of which must be fulfilled before any warranty claim shall arise) are:

17.1.1 That the claim is not attributable to fair wear and tear or any fault or damage arising from impact, modification, inappropriate use or treatment, incorrect handling or exposure to corrosive substances otherwise injurious to the Goods or their constituent materials;

17.1.2 That the claim is made by you as our original customer for your own benefit unless we are made aware at the time the Contract is formed that the Goods and/or Services have been purchased by you as a gift or for a third party;

17.1.3 That the claim is notified (in detail) in writing within 30 days of the date of discovery of the problem (or the date upon which you ought to have discovered the problem on reasonable inspection) and in any event within 12 months of delivery or (in the case of Services) within 12 months of performance; and

17.1.4 That our recommendations for installation, maintenance, use and follow up in respect of our Goods and/or Services have been complied with.

17.2 Except where we specifically otherwise agree in writing, we offer no (and shall have no liability under any) warranty or condition (express or implied) in respect of Goods and/or Services of our suppliers or sub-contractors but we will if requested by you (and if we consider it appropriate and practical to do so) assist you to obtain the benefit of such warranties as are available from such suppliers or sub-contractors in favour of first users of those Goods and/or Services.

17.3 Any Goods which have been replaced will belong to us. Any repaired or replacement Goods or re-performed Services will be liable to repair, replacement, re-performance or refund under the terms specified in clause 17.1 for the unexpired portion of the 12 month period from the original date of delivery of the replaced or repaired Goods or performance of the re-performed Services.
18. Force Majeure
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
19. General
19.1 Assignment and other dealings

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

19.2 Notices

(a) Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address finance@agnortheast.com.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.2(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

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

19.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

19.6 Entire agreement

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
19.7 Third parties rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
19.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
19.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
19.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.