Terms and Conditions for the Purchase of Goods and/or Services 1 Definitions

1. 1.1  Anabas means Anabas (UK2) Limited, a company registered in England and Wales (No. 04669732) whose registered office is at 2 Pioneer Court, Darlington, County Durham, DL14WD;
2. 1.2  Anabas Materials means all materials, equipment and tools, drawings, specifications and data supplied by Anabas to the Supplier;
3. 1.3  Charges means the price payable by Anabas for the supply of the Goods and the Services in accordance with clause 9;
4. 1.4  Conditions means these terms and conditions of purchase for goods and/or services;
5. 1.5  Contract means the contract between Anabas and the Supplier for the sale and purchase of theGoods and/or the provision and receipt of the Services;
6. 1.6  Deliverables means all Documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Goods or Services in any form, including without limitation computer programs, data, reports and specifications (including drafts);
7. 1.7  Documents means and includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form;
8. 1.8  Goods means the goods (if any) described in the Order, or any instalment or part of them to be supplied by the Supplier pursuant to the Contract and shall include any parts used or installed in the performance of the Services;
9. 1.9  Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
10. 1.10  Mandatory Policies means the Anti-Bribery Policy, Anti-Slavery Policy and Anti Tax Evasion Policy, copies of which are available on request from Anabas, and as updated from time to time;
11. 1.11  Order means the order placed by Anabas incorporating these Conditions for the supply of the Goods and/or the performance of the Services;
12. 1.12  Relevant Law means any statutory requirement or regulation; the common law; any binding court decision applicable at the time the Goods are manufactured and sold and/or the Services are provided;
13. 1.13  Services means the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the Specification;
14. 1.14  Specification means the description or specification for the Goods and/or the Services set out in the Contract or as otherwise agreed in writing by Anabas and the Supplier, including without limitation any plans, drawings, data or other information relating to the Goods or Services; and
15. 1.15  Supplier means the person, firm or company to whom the Order is addressed.

2 General

1. 2.1  These Conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any acknowledgment of order, form of contract, letter or other communication sent by the Supplier to Anabas or any other terms that the Supplier may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. 2.2  The Contract contains the entire understanding between Anabas and the Supplier of the subject matter contained herein and supersedes all previous agreements save where Anabas and the Supplier have entered into a master supply agreement pursuant to which the Order is being raised, in which case, unless expressly stated otherwise, the terms and conditions of the master supply agreement shall take precedence.
3. 2.3  Any invitation to tender, order, or other Anabas document issued in respect of the purchase of the Goods and/or the Services shall not be binding on Anabas unless expressly provided for in the Contract.
4. 2.4  No waiver by Anabas of any breach of the Contract by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision. Any concession made or latitude allowed by Anabas to the Supplier shall not affect the strict rights of Anabas under the Contract.
5. 2.5  If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. No variation to these Conditions or the Contract shall be binding unless expressly agreed in writing by Anabas and signed on its behalf.
6. 2.6  The Supplier shall not without Anabas’ prior written consent assign, transfer or sub-contract the Contract or any of its rights or obligations thereunder to any other person, firm or company. Anabas shall have the right to assign, transfer or sub-contract any or all of its rights or obligations under the Contract to any other person, firm or company.
7. 2.7  Anabas and the Supplier are independent contractors and this Contract does not appoint either party as the agent, employee or partner of the other nor shall either party have any right to bind the other.
8. 2.8  A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
9. 2.9  A reference to legislation or a legislative provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to legislation or a legislative provision includes any subordinate legislation made under that legislation or legislative provision, as amended or re- enacted.
10. 2.10  Unless expressly stated otherwise: use of the word “including” shall mean “including without limitation”; any list of requirements shall be non-exhaustive; reference to a clause shall mean a clause of these Conditions.

3 Basis of contract

1. 3.1  The Order constitutes an offer by Anabas to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
2. 3.2  The Order shall be deemed to be accepted on the earlier of:

1. (a)  the Supplier issuing written acceptance of the Order; or
2. (b)  any act by the Supplier consistent with fulfilling the Order,

at which point and on which date the Contract shall come into existence (Commencement Date).

3. 3.3  All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
4. 3.4  The Supplier waives any right it might otherwise have to rely on any term endorsed upon,
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delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.

4 Supply of Goods and/or provision of Services

1. 4.1  Any Specification supplied by Anabas to the Supplier, or specifically produced by the Supplier for Anabas, in connection with the Contract, together with the Intellectual Property Rights in the Specification, shall be the exclusive property of Anabas. The Supplier shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Supplier, or as required for the purpose of the Contract.
2. 4.2  The Supplier shall supply the Goods and/or provide the Services in accordance with the terms of the Contract and Anabas’ reasonable requirements from time to time.
3. 4.3  The Supplier shall, immediately upon becoming aware, notify Anabas of any actual or anticipated unavailability of the Goods or Services.
4. 4.4  If the Goods are to be delivered or the Services are to be performed by instalments the Contract shall be treated as a single Contract and not severable. Where required by Anabas, the Supplier shall provide regular statements of Goods delivered, Services performed and invoices raised during the period of time since the last statement.
5. 4.5  The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow Anabas to inspect such records at all reasonable times on request.
6. 4.6  Anabas reserves the right and the Supplier grants to Anabas the right of access to the Suppliers’ premises to inspect materials and/or the Supplier’s premises prior to the delivery of any Goods and/or Services.

5 Quantity, quality, description and standards of performance

5.1 Without prejudice to any other rights Anabas may have the Supplier warrants to Anabas that:

1. (a)  the Goods will:
   1. (i)  conform as to quantity, quality and description with the particulars stated in the Contract;
   2. (ii)  (without prejudice to clause 5.1(a)(i) above) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Anabas, expressly or by implication, and in this respect Anabas relies on the Supplier’s skill and judgement;
   3. (iii)  where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery;
   4. (iv)  be equal in all respects to any samples approved by Anabas and to the Specification;
   5. (v)  be capable of any standard of performance specified in the Contract;
   6. (vi)  comply with all Relevant Law.
2. (b)  the Services will be performed:

(i)

(ii) (iii) (iv)

(v)

in accordance with the Contract, the Specification and Anabas’ instructions, policies and procedures and reasonable requests from time to time;

by appropriately qualified, trained, skilled and experienced personnel; properly and with all due care and diligence;

in an efficient, professional and workmanlike manner and to the highest standard of quality prevailing in the industry at the time of performance;

in accordance with all Relevant Law.

2. 5.2  To the
   seller of the Goods to the Supplier can be assigned to Anabas, the Supplier shall, if requested by Anabas, assign them to Anabas. Until such assignment, the Supplier will co-operate with Anabas in any reasonable arrangements to provide Anabas with the benefit of such warranties or like condition including enforcement at the cost of and for the benefit of Anabas.
3. 5.3  The time of delivery of the Goods and of performance of the Services shall be of the essence of the Contract.
4. 5.4  The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
5. 5.5  Anabas may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
6. 5.6  If following such inspection or testing Anabas considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 5.1, Anabas shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

6 Delivery of Goods, Passing of Property, Storage and Rejection

1. 6.1  The Goods shall be delivered at the time specified in the Order and unless expressly stated otherwise shall take place during Anabas’ normal business hours. The Supplier shall supply Anabas in good time with any information required to enable Anabas to accept delivery of the Goods.
2. 6.2  The Goods shall be properly packed and secured in such a manner as to reach their destination in good condition having regard to the manufacturer’s instructions/recommendations, the nature of the Goods and the other circumstances of the case. Anabas shall have no obligation to pay for or return packing cases whether or not re-usable.
3. 6.3  All outer cartons, packages and the like must be plainly labelled showing: the Supplier’s full name and address; any order number; and, in respect of each outer package, an individual number and also state the total number of outers in the consignment. All Goods whether delivered to Anabas’ premises or such other premises as are detailed in the Order, shall be accompanied by a detailed advice note stating the Order number and giving full particulars of the Goods supplied.
4. 6.4  In respect of any Goods transferred to Anabas under this Contract, and the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to Anabas, it will have full and unrestricted rights to transfer all such items to Anabas.
5. 6.5  Title to the Goods and risk of damage to or loss of the Goods shall pass to Anabas on delivery to Anabas in accordance with the Contract. Where payment is made in advance, title to the Goods shall pass to Anabas at time of payment but risk of damage to or loss of the Goods shall not pass to Anabas until delivery to Anabas in accordance with the Contract.
6. 6.6  Signature of a Supplier’s delivery note does not constitute or imply acceptance of Goods in any way. Anabas shall not be deemed to have accepted any Goods until Anabas has had a reasonable time to inspect them following delivery, or if later, within a reasonable time after any latent defect in the Goods has become apparent.
7. 6.7  Without prejudice to any other of its rights Anabas may, by notice in writing to the Supplier, reject any or all of the Goods if the Supplier fails to comply with any of his obligations under the Contract, specifying in the notice the reason for such rejection and requiring the Supplier to remove and, at Anabas’ option, replace or refund the Goods.
8. 6.8  Without prejudice to any other remedies of Anabas, the Supplier shall forthwith upon a request by Anabas so to do replace or (at Anabas’ option) repair all Goods which are or become defective during the period of 12 months from the date of delivery (or longer period if/as provided by

extent that the benefit of any warranties made by a third party manufacturer or previous

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manufacturers warranty) where such defect occurs under proper usage and is due to faulty design, or inadequate or faulty materials or workmanship, the Supplier’s erroneous instructions as to use, erroneous data or any breach by the Supplier of any provision of the Contract. Repairs and replacements shall themselves be subject to the foregoing obligations for a period of 12 months from the date of delivery, reinstallation or passing of tests (if any) whichever is appropriate after repair or replacement

7 Performance of Services and use of Anabas Materials

1. 7.1  The Supplier shall ensure that the Services and Deliverables will conform to all descriptions and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by Anabas.
2. 7.2  The Services shall be performed by the Supplier at the premises and at the time or within the period specified in the Order and performed in the manner specified in the Order.
3. 7.3  The Supplier shall:

1. (a)  provide all equipment, tools and vehicles and such other items as are required to provide the Services and ensure any equipment used in the performance of the Services is complete, in first class working order and capable of fulfilling its intended purpose safely and efficiently;
2. (b)  use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Anabas, will be free from defects in workmanship, installation and design;
3. (c)  co-operate with Anabas in all matters relating to the Services, and comply with all instructions of Anabas;
4. (d)  obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
5. (e)  hold Anabas Materials in safe custody at its own risk, maintain the Anabas Materials in good condition until returned to Anabas, and not dispose or use the Anabas Materials other than in accordance with the Anabas’ written instructions or authorisation; and
6. (f)  not do or omit to do anything which may cause Anabas to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that Anabas may rely or act on the Services.

4. 7.4  Where the Supplier is required to perform the Services or part thereof at the premises of Anabas or a third party, as detailed in the Order, the Supplier undertakes to ensure that its employees, officers, agents and sub-contractors shall comply with all Relevant Law including health and safety, security and environmental requirements and any other policies and procedures required by the owner or occupant of the premises.
5. 7.5  Anabas Materials shall only be used for the purpose of performing the Services and shall remain Anabas’ property at all times. The Supplier shall have no right to place any lien on any piece of Anabas Materials. The Supplier shall ensure than any person operating such item is competent and adequately trained to do so.
6. 7.6  The Supplier shall return any Anabas Materials to Anabas immediately upon being requested to do so.

8 Anabas Remedies

8.1 If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, or both, Anabas shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies:

1. (a)  to terminate the Contract with immediate effect by giving written notice to the Supplier;
2. (b)  to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;
3. (c)  to recover from the Supplier any costs incurred by Anabas in obtaining substitute goods and/or services from a third party;
4. (d)  to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and
5. (e)  to claim damages for any additional costs, loss or expenses incurred by Anabas which are in any way attributable to the Supplier’s failure to meet such dates.

2. 8.2  If the Goods are not delivered by the applicable date or the Services are not performed by the applicable date, or both, Anabas may, at its option, claim or deduct 2.5% of the price of the Goods for each week’s delay in delivery of the Goods and/or claim or deduct 2.5% of the price of the Services for each week’s delay in performance of the Services, in each case by way of liquidated damages, until the earlier of delivery of the Goods or performance of the Services, as applicable, or termination or abandonment of the Contract by Anabas, up to a maximum of 20% of the total price of the Goods (in respect of late delivery of the Goods) and up to a maximum of 20% of the total price of the Services (in respect of late performance of the Services). If Anabas exercises its rights in respect of late delivery under this clause 8.2 it shall not be entitled to any of the remedies set out in clause 8.1 in respect of the late delivery of the Goods. If Anabas exercises its rights in respect of late performance under this clause 8.2 it shall not be entitled to any of the remedies set out in clause 8.1 in respect of the late performance of the Services.
3. 8.3  If the Supplier has delivered Goods that do not comply with the warranties set out in clause 5.1, then, without limiting or affecting other rights or remedies available to it, Anabas shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:

1. (a)  to terminate the Contract with immediate effect by giving written notice to the Supplier;
2. (b)  to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
3. (c)  to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
4. (d)  to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
5. (e)  to recover from the Supplier any expenditure incurred by Anabas in obtaining substitute goods from a third party; and
6. (f)  to claim damages for any additional costs, loss or expenses incurred by Anabas arising from the Supplier’s failure to supply Goods in accordance with clause 5.1.

8.4 If the Supplier has supplied Services that do not comply with the requirements of clause 7.1 then, without limiting or affecting other rights or remedies available to it, Anabas shall have one or more of the following rights and remedies:

1. (a)  to terminate the Contract with immediate effect by giving written notice to the Supplier;
2. (b)  to return the Deliverables to the Supplier at the Supplier’s own risk and expense;
3. (c)  to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);
4. (d)  to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
5. (e)  to recover from the Supplier any expenditure incurred by Anabas in obtaining substitute services or deliverables from a third party; and
6. (f)  to claim damages for any additional costs, loss or expenses incurred by Anabas arising from the
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Supplier’s failure to comply with clause 7.1 .

5. 8.5  These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.
6. 8.6  The rights and remedies of Anabas under the Contract are in addition to its, and not exclusive of, any rights and remedies implied by statute and common law.

9 Charges, Invoicing and Payment Terms

1. 9.1  The Charges shall be the full and exclusive remuneration of the Supplier in respect of the Goods and the Services. Unless otherwise agreed in writing by Anabas the Charges payable by Anabas for delivery of the Goods or performance of the Services shall be fixed at the price agreed between the parties in the Contract. The Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Goods and the performance of the Services
2. 9.2  The Charges shall be exclusive of any applicable value added tax (which shall be clearly shown as a separate item on a VAT invoice) and, unless otherwise agreed in writing, inclusive of all charges for packaging, packing, shipping, carriage, royalties, insurance, delivery and unloading of the Goods at the delivery address and any duties or levies other than value added tax. No extra charges shall be effective unless agreed in writing and signed by Anabas.
3. 9.3  Unless otherwise set out in the Contract or otherwise agreed in writing, invoices shall be rendered following the delivery of the Goods or performance of the Services. Each invoice shall contain: details of the Goods and Services delivered; the delivery note number; details of any discount applicable; the Supplier’s VAT registration number; and such other supporting information required by Anabas to verify the accuracy of the invoice, clearly referencing the Contract and/or any purchase order number. Invoices shall be emailed to: accounts.payable@anabas.co.uk
4. 9.4  Anabas shall make payment for the Goods or Services within 60 days of the date on which a valid invoice for the Goods or Services is received by Anabas or, if later, after acceptance of the Goods or Services by Anabas should such acceptance of such Goods or Services be in question by Anabas. Anabas will not accept, and shall not be required to pay, any invoices received two months or more after the date when the Services were carried out or Goods accepted.
5. 9.5  Where Anabas disputes the whole or any part of an invoice it shall (without prejudice to any other rights) pay all undisputed amounts and Anabas and the Supplier shall endeavour to settle, as soon as possible, any disputed items. Any overpayments shall be repaid to Anabas forthwith.
6. 9.6  If a party fails to make any payment due to the other party under the Contract, then the defaulting party shall pay interest on the overdue amount, whether before or after judgement. Interest under this clause 9.6 will accrue each date at the base rate for the time being of Barclays Bank. This clause 9.6 is the Supplier’s sole remedy in respect of late payment.
7. 9.7  Anabas may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier against any amount payable by Anabas to the Supplier and may deduct from the Charges any sums required to be deducted by law.
8. 9.8  The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Anabas to inspect such records at all reasonable times on request.

10 Confidentiality

1. 10.1  Each party undertakes that it shall not at any time during the Contract and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2
2. 10.2  Each party may disclose the other party’s confidential information:

1. (a)  to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10;
2. (b)  with the other party’s prior written consent; and
3. (c)  as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract..

11 Compliance with Relevant Laws and Policies

11.1 In performing its obligations under the Contract, the Supplier shall:

1. (a)  comply with all applicable laws, statutes, regulations and codes from time to time in force; and
2. (b)  comply with the Mandatory Policies.

12 Data Protection

12.1 The following definitions apply in this clause 12:

1. (a)  Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation..
2. (b)  Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
3. (c)  Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

2. 12.2  This clause 12 shall apply if the Supplier is processing or is to process Personal Data on behalf of Anabas. In such circumstances, the parties acknowledge that for the purposes of the Data Protection Legislation, Anabas is the Controller and the Supplier is the Processor. The scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject shall be as set out in, or as appended to, the Order or as otherwise agreed in writing.
3. 12.3  Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
4. 12.4  Without prejudice to the generality of clause 12.3, Anabas will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of Anabas for the duration and purposes of the Contract.
5. 12.5  Without prejudice to the generality of clause 12.3, 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 documented written instructions of Anabas which are as set out in, or appended to, the Order or as otherwise agreed in writing unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify Anabas of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits

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the Supplier from so notifying Anabas:

2. (b)  ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Anabas, 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);
3. (c)  ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
4. (d)  not transfer any Personal Data outside of the UK unless the prior written consent of Anabas has been obtained and the following conditions are fulfilled: (i) Anabas or the Supplier has provided appropriate safeguards in relation to the transfer; (ii) the Data Subject 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 Anabas with respect to the processing of the Personal Data;
5. (e)  assist Anabas, at Anabas’ 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;
6. (f)  notify Anabas without undue delay on becoming aware of a Personal Data Breach;
7. (g)  at the written direction of Anabas, delete or return Personal Data and copies thereof to Anabas on termination of the Contract unless required by Domestic Law to store the Personal Data; and
8. (h)  maintain complete and accurate records and information to demonstrate its compliance with this clause 12 and allow for audits by Anabas or Anabas’ designated auditor and immediately inform Anabas if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.

6. 12.6  Anabas consents to the Supplier appointing third-party processors of Personal Data in connection with the provision of the Services. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 12 and in either case which the Supplier undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. The Supplier shall at, Anabas’ request, provide a list of its current third-party processors. The Supplier shall notify Anabas in writing of any changes to its third-party processors at least 45 days in advance of such a change. Anabas may object to changes by giving written notice to the Supplier within 30 days after receipt of the Supplier’s notice of that change. If Anabas objects to a change, the Supplier will use reasonable efforts to make available to Anabas a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to third-party processor without unreasonably burdening Anabas. If the Supplier is unable to make available such change within a reasonable period of time, which shall not exceed 30 days, Anabas may terminate the Contract by providing written notice to the Supplier. The Supplier will refund Anabas any prepaid fees covering the remainder of the term of the Contract following the effective date of termination, without imposing a penalty for such termination on Anabas. As between Anabas 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 12.6.
7. 12.7  Either party may, at any time on not less than 30 days’ notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

13 Intellectual Property Rights

1. 13.1  Where the Goods or Services are designed, created or otherwise developed by the Supplier for Anabas pursuant to the Contract, then all Intellectual Property Rights therein or relating thereto shall belong to Anabas or a third party nominated by Anabas absolutely. The Supplier hereby assigns (by way of a present assignment of future rights) such Intellectual Property Rights to Anabas or Anabas’ third party nominee as requested by Anabas with the intent that upon the making or creation thereof the Intellectual Property Rights shall automatically vest in Anabas or Anabas’ third party nominee.
2. 13.2  In respect to clause 13.1, the Supplier shall obtain waivers of all moral rights in the Goods, and products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time be entitled to.
3. 13.3  The Supplier irrevocably undertakes that neither it nor any other person will assert against Anabas or any third party any moral rights in or relating to the Intellectual Property Rights referenced in clause 13.1and warrants that all such moral rights are irrevocably waived and extinguished. For the purpose of this clause 13 “moral rights” shall have the meaning ascribed thereto by the Copyright, Designs and Patents 1988 Act (or any statutory amendment or re-enactment thereof) and all rights similar or corresponding thereto subsisting in any other country of the world from time to time.
4. 13.4  The Supplier acknowledges that all rights in the Anabas Materials are and shall remain the exclusive property of Anabas.

14 Termination and Cancellation

1. 14.1  Anabas may cancel the Contract in respect of all or part only of the Goods and/or the Services by giving notice to the Supplier at any time prior to delivery or performance, in which event Anabas’ sole liability shall be to pay to the Supplier the Charges for the Goods or Services (to the extent performed) in respect of which Anabas has exercised its right of cancellation, less the Supplier’s net saving of cost arising from cancellation.
2. 14.2  Anabas may, without prejudice to its other rights or remedies hereunder forthwith terminate the whole or part of the Contract by notice in writing to the Supplier:

1. (a)  if the Supplier commits a breach of any of its obligations hereunder and where such breach is remediable does not remedy such breach within 7 days of the date of written notice from Anabas of the breach requiring remedy;
2. (b)  if the Supplier, being an individual, (or when the Supplier is a firm, any partner in that firm) shall at any time become apparently insolvent, or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors or if the Supplier, being a company, obtains a moratorium or passes a resolution or the court shall make an order that the company shall be wound up (not being a member’s winding up for the purpose of reconstruction or amalgamation) or if a receiver, administrative receiver or administrator shall be appointed of the whole or any part of its assets;
3. (c)  the Supplier’s financial position deteriorates to such an extent that in Anabas’ opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
4. (d)  in accordance with its rights under clause 8 of these Conditions.

3. 14.3  Anabas may, without prejudice to its other rights or remedies hereunder forthwith cancel the whole or part of any Order in the event of a failure by the Supplier to ensure delivery of the Goods or performance of the Services within the period of time agreed pursuant to the Contract.
4. 14.4  Anabas may, without prejudice to its other rights or remedies hereunder, cancel the whole or part

of any Order on giving the Supplier not less than 1 calendar month’s notice in writing and shall, subject to the receipt of a valid invoice, pay the Supplier for all Goods delivered or Services performed in accordance with the Contract up to the date of cancellation.

5. 14.5  On termination, cancellation of expiry of the Contract or any part thereof, Anabas shall have the right to enter the Supplier’s premises for the sole purpose of removing any Goods, Materials, Anabas Materials or other items which are Anabas’ property or which are the property of a third party on whose behalf Anabas is acting. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
6. 14.6  On termination of the Contract for anyreason:

1. (a)  the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and
2. (b)  clauses which expressly or by implication have effect after termination shall continue in full force and effect.

14.7 Without prejudice to clause 14.6(b) clauses 5, 6, 7, 8, 9, 10, 12, 14, 15, and 21 shall survive expiry or termination of the Contract and shall continue in force in accordance with their respective terms.

15 Indemnity and Liability

1. 15.1  Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Contract, then Anabas may, without limiting its other rights or remedies, exercise one or more of the following rights:
   1. (i)  at Anabas’ sole option, and whether or not Anabas has previously required the Supplier to repair the Goods or to supply any replacement Goods and/or re-perform the Services, to treat the Contract as discharged by the Supplier’s breach and require the repayment of any part of the Charges which have been paid;
   2. (ii)  recover from the Supplier any costs incurred by Anabas in obtaining substitute equipment and/or services from a third party;
   3. (iii)  claim damages for any additional costs, loss or expenses incurred by Anabas which are in any way attributable to the Supplier’s failure under the Contract.
2. 15.2  The Supplier shall indemnify Anabas against all actions, suits, claims, demands, costs, charges, damages, losses and expenses suffered or incurred by Anabas and/or for which it may be liable to any third party due to, arising from or in connection with:

1. (a)  any breach of any term of the Contract or any warranty given by the Supplier in relation to the Goods or the Services;
2. (b)  any act or omission of the Supplier or its employees, agents or sub contractors in supplying, delivering and installing the Goods or carrying out the Services, including death and injury to person and damage to property caused directly or indirectly by negligence or breach of statutory duty of the Supplier or subcontractor;
3. (c)  the wilful abandonment by the Supplier of any or all of its obligations under the Contract, wilful misconduct or wilful default of the Supplier and/or any Supplier personnel and/or any sub- contactor;
4. (d)  any fraudulent or dishonest act or omission by the Supplier and/or any Supplier personnel and/or any sub-contactor or breach of any legislation including (but not limited to) data protection legislation;
5. (e)  any defect in the workmanship, materials or design of the Goods or their packaging or in the performance of the Services;
6. (f)  any infringement or alleged infringement of any Intellectual Property Rights for or relating to the Goods or the Services unless such infringement has occurred directly as a result of any Specification supplied by Anabas; and
7. (g)  any loss or damage to Anabas data, such losses to include costs/expenses associated with the recovery and/or reconstitution of such lost or damaged data.

3. 15.3  Without prejudice to clause 15.2, Anabas may without prejudice to its other rights and remedies hereunder claim from the Supplier and the Supplier shall be liable to pay any loss of revenue, profit or other sum arising out of any delay in delivery of Goods or performance of the Services.
4. 15.4  The Supplier shall effect and maintain the following insurances: a general third party insurance policy with a combined bodily injury and property damage limit of not less than £5 million per occurrence or series of occurrences arising from the one event; an employer’s liability insurance policy with a limit of not less than £10 million per occurrence or series of occurrences; and a products liability insurance policy with a limit of not less than £5 million per occurrence or series of occurrences.

16 Anti-Bribery

16.1 The Supplier shall:

1. (a)  comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
2. (b)  not engage in any activity, practice or conduct which would constitute an offence under sections 1,2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
3. (c)  comply with the Mandatory Policies;
4. (d)  have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and clause 16.1 (b), and will enforce them where appropriate;
5. (e)  notify Anabas (in writing) if it becomes aware of any breach of this clause 16, or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of the Contract;
6. (f)  immediately notify Anabas (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier and the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the Commencement Date);
7. (g)  at Anabas’ request, to be made no more frequently than once in every 12 months, certify to Anabas in writing signed by an officer of the Supplier, compliance with this clause 16 by the Supplier and all persons associated with it under clause 16.2. The Supplier shall provide such supporting evidence
   of compliance as Anabas may reasonably request.

16.2 The Supplier shall ensure that any person associated with the Supplier who is performing Services or providing Goods in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 16 (Relevant Terms). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Anabas for any breach by such persons of any of the Relevant Terms.

17 Anti-facilitation of Tax Evasion

17.1 The Supplier shall:

(a) not engage in any activity, practice or conduct which would constitute either: (i) a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or (ii) a foreign tax

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evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017;

2. (b)  have and shall maintain in place throughout the term of the Contract such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of the Supplier) and to ensure compliance with this clause 17;
3. (c)  notify Anabas in writing if it becomes aware of any breach of clause17.1(a) or has reason to believe that it or any person associated with it has received a request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017;
4. (d)  at Anabas’ request, to be made no more frequently than once in every 12 months, certify to Anabas in writing signed by an officer of the Supplier, compliance with this clause 17 by the Supplier and all persons associated with it under clause 17.2. The Supplier shall provide such supporting evidence of compliance as Anabas may reasonably request.

2. 17.2  The Supplier shall ensure that any person associated with the Supplier who is performing Services and providing Goods in connection with Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 17. The Supplier shall be responsible for the observance and performance by such persons and shall be directly liable to Anabas for any breach by such persons.
3. 17.3  Breach of this clause 17 shall be deemed a breach of a material clause under clause 14.2.
4. 17.4  For the purposes of this clause 17, the meaning of reasonable prevention procedure shall be determined in accordance with any guidance issued under section 47 of the Criminal Finances Act 2017 and a person associated with the Supplier includes but is not limited to any subcontractor of the Supplier.

18 Anti-Slavery and Human Trafficking Laws

18.1 In performing its obligations under the Contract, the Supplier shall:

1. (a)  comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015;
2. (b)  not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;
3. (c)  include in contracts with its direct subcontractors and suppliers provisions which are at least as onerous as those set out in this clause 18;
4. (d)  notify Anabas as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Contract;
5. (e)  maintain a complete set of records to trace the supply chain of all Goods and Services provided to Anabas in connection with the Contract; and permit Anabas and its third party representatives to inspect the Supplier’s premises, records, and to meet the Supplier’s personnel to audit the Supplier’s compliance with its obligations under this clause 18.

2. 18.2  The Supplier represents and warrants that at the Commencement Date it not has been convicted of any offence involving slavery and human trafficking; nor has it been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.
3. 18.3  Anabas may terminate the agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a breach of this clause 18.

19 Notices

1. 19.1  Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by pre-paid first-class “signed for” post or other next working day delivery service (requiring signature on delivery) to the address stated in the Contract or otherwise its principal place of business.
2. 19.2  Any notice (served according to clause 19.1) shall be deemed to have been received on the date receipt is signed for.
3. 19.3  This clause 19 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.
4. 19.4  A notice given under the Contract is not valid if sent by email.

20 Force Majeure

20.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non- performance continues for 4 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

21 Law of the Contract and Jurisdiction

21.1 The Contract shall in all respects be governed by and construed in accordance with English law and shall be deemed to have been made in England and the parties agree to submit to the exclusive jurisdiction of the courts of England.

ANABAS (UK2) LIMITED MARCH 2021

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