1.1 ‘Aldermore’ or 'Bank' means Aldermore Bank Plc of Apex Plaza, Forbury Road, Reading, RG1 1AX (company number 00947662);
1.2 'Aldermore Data' means all data or records in whatever form relating to the Bank or any member of its Group, its or their business, assets, employees or clients, including Personal Data and the Confidential Information;
1.3 ‘Aldermore Materials’ means any and all databases, documents, samples, drawings, designs, plans and any other materials, information, Aldermore Data or data provided by Aldermore to you for the purpose of the Contract;
1.4 'Brexit Transition Period' means “the implementation period” as defined in the European Union (Withdrawal Agreement) Act 2020 as amended;
1.5 ‘Charges’ means the charges payable by Aldermore under this Contract;
1.6 ‘Conditions’ means these terms and conditions for the purchase of the Deliverables, a copy of which you will be deemed to have accepted and received on acceptance by you of an Aldermore PO;
1.7 ‘Confidential Information’ has the meaning given in clause 10.3;
1.8 ‘Contract’ means the contract between you and Aldermore comprising: (i) the PO, (ii) these Conditions and (iii) any other documents specified in the PO. If there is any inconsistency between documents comprising the Contract, they shall take precedence in the order listed above;
1.9 'Data Protection Laws' means any applicable law, enactment, regulation, regulatory policy, by-law, ordinance or subordinate legislation relating to the Processing, privacy, and use of Personal Data, which may include: (a) any laws or regulations implementing EU Directive 2002/58/EC (ePrivacy Directive), including the Privacy and Electronic Communications (EC Directive) Regulations 2003; (b) the Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, applicable as of 25 May 2018 and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”), and/or any corresponding or equivalent national laws or regulations, once in force and applicable, including in the UK the Data Protection Act 2018 and the “UK GDPR” as defined in the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019; (c) any judicial or administrative interpretation of any of the above, and any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority, in each case, as in force and applicable, and as amended, supplemented or replaced from time to time. For clarity, “Processor”, “Data Protection Impact Assessment”, “Data Subject”, “Personal Data”, “Personal Data Breach” and “Processing” (and related terms) shall have the meanings given to them in Data Protection Laws (unless the context requires otherwise).
1.10 ‘Deliverables’ means any services, goods or materials provided pursuant to the Contract;
1.11 ‘Force Majeure’ means any event or occurrence which is outside the reasonable control of either party affecting its performance of its obligations under the Contract which are not attributable to any wilful act, neglect or failure to take reasonable preventative action by that party, including governmental regulations, fire, flood or any disaster but excluding: (i) any industrial dispute relating to you or your personnel; or (ii) any other failure in your or your sub-contractor's supply chain;
1.12 'Group' means in relation to a company, that company, any subsidiary or holding company from time to time of that company and any subsidiary from time to time of a holding company of that company;
1.13 ‘IPR’ means all present and future patents, inventions, trademarks, service marks, logos, design rights (in each case whether registrable or otherwise), copyright, database rights, domain names, trade or business names, moral rights and other all other intellectual property rights, in each case whether registrable or not in any country (including the United Kingdom), applications for any of the foregoing, rights to apply for and be granted renewals or extensions of, and rights to claim priority from, any of those rights and any similar or equivalent rights and the right to sue for passing off;
1.14 'Loss' means liabilities, costs, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by the Bank (or expenses incurred by the Bank attributable to the Supplier’s failure to meet its obligations);
1.15 ‘Market Abuse Regulation’ means Regulation (EU) No 596/2014 of The European Parliament and of The Council;
1.16 ‘PO’ means a purchase order from Aldermore for the purchase of goods and/or services from you and which refers to these Conditions;
1.17 ‘PO Number’ means the unique reference number stated on the PO next to the words ‘PO Number’;
1.18 ‘Regulator’ means (as the case may be) the Financial Conduct Authority, the Prudential Regulation Authority, the Bank of England, the Information Commissioner and/or such other governmental, regulatory or self-regulatory bodies in any applicable jurisdiction as you or Aldermore may from time to time be subject;
1.19 'Services' means any services identified as the subject matter of the contract and part of the Deliverables;
1.20 ‘VAT’ means value added tax chargeable under the Value Added Tax Act 1994;
1.21 ‘Warranty Period’ means in respect of any Deliverable the period of eighteen (18) months commencing on and from the earlier of: (i) delivery of the Deliverable; or (ii) Aldermore putting the Deliverable into service; and
1.22 ‘you’ or ‘your’ means the person or body appearing against the word ‘Supplier’ on the front of the PO.
1.23 The headings used in these Conditions are for convenience and reference only and shall not affect their interpretation. Words in the singular include the plural and vice versa. A reference to a ‘person’ includes any individual (and their personal representatives), firm, body corporate, association, partnership, government or state (whether or not having a separate legal personality). Statutes and statutory provisions shall be construed as amended or replaced and as including any subordinate legislation made under them in any such case from time to time. Except where expressly stated otherwise, no provision of this Contract shall govern or limit the extent or application of any other provision. The words “including”, “include”, “in particular” or any similar terms shall be construed as illustrative only and shall not limit the sense of the words preceding those terms.
1.24 Reference to a law, directive, legislative enactment, order, regulation, rule or other binding restriction of the European Union includes a reference to that law as applicable under the laws of England and Wales prior to the end of the Brexit Transition Period or as retained under the laws of England and Wales following the end of the Brexit Transition Period; and any European Union institution authority or body includes a reference to the UK institution, authority or body to which its functions were transferred at the end of the Brexit Transition Period.
2.1 The PO shall be deemed to be an offer to buy the Deliverables from you subject to the terms of the Contract. The PO shall be accepted by you either by expressly giving notice of acceptance to Aldermore (whether in writing, orally or otherwise) or impliedly by fulfilling the PO (in whole or in part) or otherwise acting in a manner which suggests your agreement to supply the Deliverables, whichever is the earlier.
2.2 The PO Number must be quoted on all communications in connection with the PO. Failure to do so may result in delayed processing, acceptance and payment of your invoice.
2.3 All correspondence relating to the PO must be addressed to Aldermore Bank Plc at the address set out overleaf.
2.4 All invoices must:
- 2.4.1 bear the PO Number plus any additional number allocated;
- 2.4.2 quote your VAT registration number;
- 2.4.3 be sent to Aldermore Bank Plc by the method and to the address set out on the PO;
- 2.4.4 contain any information or references reasonably requested in the PO; and
- 2.4.5 contain such supporting documents as Aldermore may reasonably require from time to time.
3.1 You must supply the Deliverables to the location specified in the PO (or as otherwise notified to you in writing by Aldermore) by the date specified in the PO or, if none, by any reasonable time specified by Aldermore. Time shall be of the essence with regard to dates specified by Aldermore for the supply of Deliverables. Delivery shall include unloading. Aldermore’s count of the Deliverables shall prevail.
3.2 In the case of goods or materials, you shall supply a delivery note quoting the PO Number, delivery date, time and address.
3.3 Title in the Deliverables shall vest in Aldermore upon delivery, unless payment for such Deliverables is made prior to delivery in which case it shall pass to Aldermore on payment. You shall ensure that title shall transfer to Aldermore free and clear of any encumbrance, including any lien, mortgage, charge or other interest.
3.4 Risk in Deliverables shall remain with you until such time as the Deliverables are delivered to Aldermore and signed for as accepted by an authorised signatory of Aldermore provided that if the Deliverables are subsequently rejected by Aldermore for any reason whatsoever (whether or not Aldermore is entitled to do so in accordance with these Conditions) and Aldermore gives you notice of such rejection, then risk in the Deliverables shall revert to you at the time of rejection.
3.5 If at any time deliveries under the Contract are suspended due to a Force Majeure event, then, without prejudice to its rights of termination or cancellation under clauses 13 and 14, Aldermore may at its discretion postpone delivery of the Deliverables for the period of suspension or such longer period as Aldermore may require, in which event Aldermore’s payment obligations shall be postponed for the equivalent length of time.
3.6 If there is an incorrect delivery by you (whether the incorrect goods or services or the incorrect delivery location), you shall bear any additional expense involved in the collection of the subject goods or services (or part thereof) and the re-delivery of (as applicable) the subject goods or services (or part thereof). If there is a shortage in any delivery of goods, all costs associated with the delivery of the missing goods (or missing part or parts thereof) will be borne by you.
3.7 Where Aldermore has agreed to accept delivery by instalments, it shall be entitled to reject all instalments in the event of non-performance in respect of any instalment. Notwithstanding the foregoing, Aldermore shall be entitled to treat each instalment as a separate contract and to accept one but not others.
4.1 Without prejudice to its statutory or common law rights or rights under this Contract, Aldermore shall be entitled to reject any Deliverables before, on or after delivery if they do not conform to sample or are defective in workmanship or otherwise not satisfactory, not fit for the purpose or not in accordance with this Contract or any drawings or specifications supplied by Aldermore.
4.2 Aldermore shall not be deemed to have accepted any Deliverables until it has inspected and tested such Deliverables after delivery. Inspection and/or testing shall take place within a reasonable time of delivery.
4.3 Where any Deliverable(s) do not conform to the Contract or are defective, Aldermore shall have the right to the following, without prejudice to any other rights Aldermore may have at law or under the Contract (including under clause 5.5):
4.3.1 terminate the agreement under the PO with immediate effect by giving written notice to the Supplier;
4.3.2 refuse to accept any subsequent performance of the Services;
4.3.3 recover from you any costs incurred in obtaining substitute services from a third party;
4.3.4 require a refund from You of sums paid in advance for Services not provided;
4.3.5 claim damages for any Loss;
4.3.6 ask the Supplier to replace rejected Deliverables at no additional cost; or/ and
return the Deliverables to the Supplier at the latter’s risk and expense.
4.4 Rejected Deliverables may be held by Aldermore at your sole risk and expense until you shall collect the same.
4.5 You shall be liable for, and where necessary reimburse Aldermore for any expenses which Aldermore has incurred in inspecting and/or acceptance testing Deliverables which are subsequently rejected, the cost of collecting such Deliverables or the cost of returning such Deliverables to you and any other costs in connection with the rejected Deliverables.
4.6 In the event of rejection, you shall promptly repay to Aldermore any sums already paid to you in respect of such rejected Deliverables unless (in Aldermore’s sole and reasonable opinion) you have rendered such Deliverables acceptable or have replaced them with Deliverables that conform to the Contract.
5.1 You acknowledge and agree that Aldermore is relying on your skill and judgment to select and/or provide it with suitable materials or perform services satisfactorily and in accordance with the PO and these Conditions.
5.2 You shall comply with all applicable regulations, legal requirements, guidance from relevant Regulators, British Standards and codes of practice (as appropriate depending on the nature of the Deliverables) concerning the production, packaging, delivery and sale or supply of any goods or materials and/or the performance of any services.
5.3 You shall at all times comply with all reasonable instructions and directions of Aldermore given in connection with the PO.
5.4 You warrant that the Deliverables will:
5.4.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979 (as in force) and fit for the intended purpose (explicit or implied);
5.4.2 comply in every respect with the Contract;
5.4.3 be free from defects including in design, materials and workmanship and remain so for a reasonable time after delivery;
5.4.4 comply with all applicable legal and regulatory requirements, guidance from relevant Regulators, British Standards, regulations and codes of practice and those of the Bank’s policies as applicable and made known to the Supplier, as well as the Supplier’s description of the Deliverables;
5.4.5 meet the best practice of the Supplier’s industry, profession and trade;
5.4.6 meet the specific description, instructions, drawings, health and safety regulations and requirements of the Bank specified in the PO or as made known to the Supplier prior to the date of the PO or throughout the period these Terms apply. For the avoidance of doubt, any such information shall constitute the Bank’s Intellectual Property;
5.4.7 are free from third party Intellectual Property Rights which the Supplier cannot assign nor is licensed to use for the provision of the Deliverables;
5.4.8 are delivered to the location and on the dates specified by the Bank;
5.4.9 come in the packaging and with the documents, accessories and instructions necessary for their intended use;
5.4.10 are covered by and conform to all licences and consents which may be required for their trade and use.
5.4.11 where such Deliverables comprise services, be performed using all due skill and care by competent persons having all necessary expertise and experience, training and equipment provided you; and
5.4.12 be provided with relevant manuals or instructions and, where required, appropriate installation and training without extra cost, unless agreed otherwise in writing prior to Contract.
5.4.13 You agree to not do or omit to do anything which may cause the Bank to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business.
5.5 If any Deliverables do not comply with any warranty set out in clause 5.4 during the Warranty Period, you shall, without cost to Aldermore and without delay, repair or replace such Deliverables. You shall be responsible for all transport costs and costs of dismantling, removal and re-installation. Replacement Deliverables provided pursuant to this clause 5.5 shall be subject to a further Warranty Period. If you fail to repair or replace defective Deliverables within a reasonable time, Aldermore shall have the right to reject such Deliverables and terminate the PO or the Contract in whole or in part and/or have the repair or replacement undertaken by a third party and you shall reimburse Aldermore for the full cost of repair or replacement.
5.6 You warrant, represent and undertake on an ongoing basis during the term of the Contract that:
5.6.1 you will comply and ensure that all your employees, contractors and agents comply with the Bribery Act 2010;
5.6.2 without limitation to the provisions of clause 5.6.1, you and your contractors and agents shall have and shall maintain in place throughout the term of the Contract ‘Adequate Procedures’ as determined in accordance with Bribery Act 2010 and any guidance issued pursuant to the Bribery Act 2010; and
5.6.3 you will, and will ensure that all your subcontractors engaged in providing the Deliverables will, comply with the Modern Slavery Act 2015 and the Criminal Finances Act 2017.
6.1 You shall obtain Aldermore’s prior written consent to the inclusion of your pre-existing IPR or any IPR which belongs to a third party in the Deliverables prior to the supply of such Deliverables to Aldermore. Your pre-existing IPR and your skills, methodology or know-how shall remain vested in you. By providing a Deliverable to Aldermore:
6.1.1 you grant Aldermore a worldwide, non-exclusive, royalty-free and irrevocable licence to use the IPR in the Deliverables as envisaged by the Contract. Unless stated otherwise on the PO, this licence shall include the right to grant sub-licences to (a) contractors of Aldermore to the extent they need to use the Deliverables for the purpose of providing services to Aldermore, and (b) to affiliates of Aldermore; and
6.1.2 you warrant that you have secured, at your expense, all licences, permissions and/or waivers of rights that may be required from your personnel, agents or sub-contractors and any third party to enable Aldermore to use the Deliverables as envisaged by the Contract.
6.2 You warrant that the Deliverables will (so far as they do not comprise Aldermore Materials) not infringe any third party’s IPR or be in any other way contrary to law or any relevant regulatory code.
6.3 Except in the case of your pre-existing IPR or third party’s IPR, any and all IPR in the Deliverables or which result from or otherwise come into existence as a result of the provision of the Deliverables shall immediately upon creation vest in and shall be owned by Aldermore, and you hereby assign by way of present and future assignment such IPR to Aldermore with full title guarantee without charge. You hereby waive, and agree to procure that your personnel, agents and sub-contractors waive, any and all moral rights in relation to any IPR subsisting in the Deliverables and shall ensure that IPR created by your agents or sub-contractors vests in Aldermore and shall do such things as may be needed to effectively vest such IPR in Aldermore.
7.1 You shall take good care of all items entrusted to you by Aldermore, identify all such items as Aldermore’s and return them to Aldermore on demand.
7.2 Any Aldermore Materials (including the IPR in such materials) shall be and remain the property of Aldermore or its suppliers whether or not changed or developed by you and no assignment or licence of any Aldermore Materials is afforded to you, except to the extent set out in this clause 7.2. You shall keep at your own risk and maintain the Aldermore Materials in good order. You agree that you shall only use any Aldermore Materials you receive from Aldermore or have collected on Aldermore’s behalf in connection with the performance of this Contract.
8.1 All prices specified in the PO by Aldermore are exclusive of VAT (unless stated otherwise) and shall remain fixed and unless provision for variation of prices is expressly stated on the front sheet of the PO, no variation is permitted. Unless agreed otherwise and stated on the front of the PO all expenses and disbursements (including packaging, storage, distribution and delivery charges) are included within the price stated.
8.2 The benefit of all commissions, discounts, volume and other rebates must be passed on to Aldermore.
8.3 Unless otherwise stated on the PO, you may not issue any invoice under the Contract until all Deliverables have been delivered to Aldermore under the Contract.
8.4 Undisputed, valid and properly rendered invoices will normally be paid 30 days following receipt of the invoice unless otherwise agreed in writing.
8.5 You shall be responsible for accurately calculating and invoicing the price. Corrections of invoices that would result in additional payments by Aldermore will only be accepted by Aldermore within three months after issue of the original invoice.
8.6 Aldermore shall be entitled to set off any sums due from you to Aldermore, whether arising from this Contract or otherwise, against any sums due from Aldermore to you under the Contract.
8.7 The Charges are stated exclusive of VAT. Aldermore shall pay in addition to the Charges an amount equal to the VAT probably chargeable in respect of the supply or supplies to which the Charges relate at the rate prevailing on the date of the invoice. You shall be solely responsible for all other taxes, national insurance or other withholdings or contributions which may be payable out of, or as a result or in respect of or in connection with, the receipt of any Charges or other monies paid or payable in respect of the Deliverables. You shall indemnify Aldermore and any of its Group against all losses in respect of your failure to account for, or to pay, any VAT relating to payments made to you under this Agreement within the applicable time limits.
8.8 No amount of or in respect of VAT shall be due and payable by Aldermore until it has received a valid VAT invoice in respect of the supply or supplies to which the relevant Charges relate.
8.9 You shall not in any circumstances be entitled under any provision of this Agreement or otherwise (including through the Charges) to recover from Aldermore any VAT or amount in respect of VAT which you incur in relation to payments made by you to a third party which is otherwise irrecoverable in the hands of you.
8.10 Where Aldermore is required by law to make any tax deduction or withholding in relation to any payment under this Agreement, Aldermore may make such deduction or withholding accordingly.
8.11 All sums payable by you to Aldermore under or in respect of this Agreement shall be paid free and clear of any deductions, withholdings, set-offs or counterclaims, save only as may be required by law. Should you be required by law to make a deduction or withholding from any such sum you shall pay to Aldermore such sum as will, after the deduction or withholding has been made, leave Aldermore with the same amount as Aldermore would have received had no deduction or withholding been made.
8.12 If any sum payable by you to Aldermore under or in respect of this Agreement shall otherwise be subject to any tax, levy, impost, duty, charge or fee ("Tax Liability") in the hands of Aldermore, the sum payable shall be increased to such sum as will ensure that after payment of the resulting Tax Liability Aldermore shall be left with a sum equal to the sum that it would have received in the absence of such a Tax Liability.
9.1 You shall indemnify and hold harmless Aldermore, its affiliates, clients and their respective assigns and licensees, from and against all claims, liabilities, costs (including reasonable legal costs), expenses, damages and Losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by them or any of their employees, agents or contractors as a result of or arising from:
9.1.1 any breach of a warranty set out in this Contract; and/or
9.1.2 any claim by a third party that the use of the Deliverables or any other article, material or document provided or created by you infringes a third party’s rights. If such claim arises, without prejudice to any other rights or remedies Aldermore may have, Aldermore may either: (a) terminate the Contract (in whole or in part) or; (b) require you at your choice but your own expense to: (i) obtain a licence for Aldermore or its client and their respective assigns and licensees to continue to use the relevant Deliverables or articles, materials or documents without infringing third party rights; or (ii) replace the relevant Deliverables or articles, materials or documents in respect of which such claim is made with goods, articles, materials or documents of equivalent quality and functionality.
10.1 You acknowledge that the terms of the Contract and its subject matter and the negotiations relating to the Contract are confidential to Aldermore and shall not be disclosed or publicised to any third party by you for any reason without Aldermore’s express prior written consent other than to such persons referred to in clause 10.5.1 who will acquire it for the purposes of exercising your rights or carrying out your obligations under or in connection with this Contract. You shall ensure that all such persons are required to comply with confidentiality and data protection obligations no less onerous than those under this clause 10 and that they must strictly observe and comply with such obligations.
10.2 You undertake not to use the name, logo and/or trademarks of Aldermore (or any client of Aldermore for whom the Deliverables are to be supplied) for any advertising or publicity purposes or otherwise without Aldermore's express prior written consent.
10.3 You agree to keep confidential any and all information disclosed by or on behalf of Aldermore or otherwise obtained by you in connection with the Contract including, without limitation, Aldermore’s management information and information relating to Aldermore’s properties, assets, trading practices, products, services, customers, suppliers, personnel, developments, operations, processes, plans or intentions, know-how, IPR, trade secrets, market opportunities and business affairs whether in writing orally or by any another means and whether directly or indirectly (‘Confidential Information’) except as permitted by clause 10.5 or after obtaining and subject to any terms of Aldermore’s prior written consent.
10.4 You acknowledge that the Confidential Information is given in confidence and that:
10.4.1 you will not base any behaviour which would amount to a breach of Article 14 or Article 15 of the Market Abuse Regulation, or any provision of the FCA Handbook concerning market abuse or insider dealing (each as defined therein), on the Confidential Information; and
10.4.2 some or all of the Confidential Information may be inside information for the purposes of the Criminal Justice Act 1993 (“CJA”) and that, subject to and in accordance with applicable law, it must not deal in securities that are price-affected securities (as defined in the CJA) in relation to the inside information, encourage another person to deal in price-affected securities or disclose the information (except as permitted by the CJA) before the inside information is made public.
10.5 You may disclose the Confidential Information:
10.5.1 to your employees, officers, representatives or advisers who strictly need to know such Confidential Information for the purposes of carrying out your obligations under or in connection with this Contract provided that you shall ensure that all such persons to whom you have disclosed such Confidential Information are required to comply with confidentiality obligations no less onerous than those under this clause 10; and
10.5.2 if the Confidential Information is required to be disclosed by you under any applicable laws or regulations, by or for the purpose of any proceedings of any court or governmental, administrative or regulatory authority competent to require any such disclosure or under the rules of any generally recognised stock exchange, provided that you promptly and, if reasonably possible, prior to making such disclosure inform Aldermore and co-operate in taking any steps available to minimise the disclosure.
10.6 You agree to comply with the Data Protection Law.
10.7 We process personal data in accordance with our privacy policy (available on our website: www.aldermore.co.uk/legal/privacy-policy).
10.8 Where you process personal data (as defined under the Data Protection Law) received from Aldermore or collected by you as its data processor (as defined under the Data Protection Law), you agree:
10.8.1 to only process personal data for the purposes of complying with your obligations under the Contract and only in accordance with Aldermore’s documented instructions;
10.8.2 to establish and maintain appropriate technical, organisational and security measures to protect against unauthorised or unlawful processing and shall only process personal data as authorised in writing by Aldermore;
10.8.3 not to transfer the personal data to any third party; and
10.8.4 not to process personal data (and shall not permit any third party to process personal data) outside of the UK or the European Economic Area without having first obtained Aldermore’s prior written consent (which consent shall be provided in accordance with Data Protection Law).
10.9 You agree to provide the Deliverables in accordance with any applicable information security requirements notified by Aldermore to you in writing from time to time.
11.1 The risk of damage or injury to property or to third parties in the course of performance of the Contract in any part of the world shall be yours and you shall take out full indemnity insurance to cover such risks. This shall include the risk of loss or damage in transit to any of the Deliverables in your possession or control, third party risks, public liability insurance, product liability insurance, professional indemnity insurance (as applicable) and employer‘s liability insurance (or similar) in respect of all employees, agents, representatives and sub-contractors of yours who shall at your request or directions be on Aldermore’s premises or elsewhere at any time for or in connection with the provision of the Deliverables.
12.1 You may not assign, transfer, novate or sub-contract any of your rights or obligations under the Contract without the prior written consent of Aldermore. Even when such is granted, the Supplier shall continue to remain liable for the acts and omissions of the sub-contractors and shall ensure that they become aware and bound by the confidentiality obligation and the requirements under the Bank’s policies applicable to the PO.
12.2 For the avoidance of doubt, Aldermore may: exercise its rights or perform any of its obligations (in whole or in part) through any of its Group Companies; and/ or transfer its rights and/ or obligations under this Agreement (in whole or in part) to any Group Company or third party on giving notice in writing to the Supplier (email acceptable).
13.1 Without prejudice to its other rights, Aldermore shall have the right to cancel the PO and to terminate the PO or the Contract immediately by providing notice in writing to you if:
13.1.1 you commit a material breach of this Contract and, where such breach is remediable, fail to remedy the breach within 7 days of written notice to do so;
13.1.2 you cease or threaten to cease to trade or are unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986 or you enter into liquidation, enter into a voluntary arrangement, a resolution is passed to wind you up, an administration order is made against you, a receiver is appointed or such similar event save for the purposes of a solvent reconstruction or amalgamation;
13.1.3 you suffer a change of control (as defined by Section 450 of the Corporation Tax Act 2010 as from time to time amended);
13.1.4 you breach a warranty set out in this Contract;
13.1.5 a Deliverable or this Contract is deemed by Aldermore or any Regulator to be contrary to any applicable laws or regulations; or
13.1.6 Aldermore is required to do so by a Regulator; or
13.1.7 Aldermore has reasons to believe that a Regulator may deem the Contract or a Deliverable contrary to any applicable laws or regulations.
13.2 On termination or expiry of the Contract for any reason:
13.2.1 if any part of the price has been paid by Aldermore in advance and the Deliverables have not been delivered at the date of termination or expiry of the Contract (howsoever caused) any such advance payment shall be refunded to Aldermore forthwith unless Aldermore agrees to accept delivery after termination or expiry; and
13.2.2 if requested by Aldermore, you shall provide Aldermore with reasonable assistance for a smooth transition of any services from you to a new supplier.
13.2.3 you shall return or destroy (as requested) any Aldermore Materials;
13.1 Expiry or termination of the Contract shall be without prejudice to any rights or remedies either party may be entitled to hereunder or at law.
13.2 These Terms shall extend to any substituted or remedial services provided by the Supplier.
14.1 The Contract may be cancelled by Aldermore at any time prior to Aldermore’s acceptance of all the Deliverables, upon written notice to you. In such event, Aldermore will pay you, in lieu of the price specified on the relevant PO, the direct non-recoverable costs reasonably and properly incurred by you up to the date of cancellation (as evidenced in writing). However, the total amount of such costs shall not exceed the price specified on the PO. Aldermore will not be responsible to you for any cancellation fees unless provided for on the PO or in a separate written agreement in respect of the PO signed by Aldermore and you.
14.2 Aldermore shall have the right at any time, by notice in writing, to add to, omit or otherwise vary the PO and you shall use your best endeavours to carry out such variations as if they had been originally stated in the PO.
14.3 On receipt of a notice of variation in accordance with clause 14.2, you shall notify Aldermore in writing, without delay: (i) of any consequential adjustment in the price of the Deliverables (price adjustments must be in accordance with the pricing submitted in your original tender or catalogue); and/or (ii) if the variation would or is likely to prevent you from fulfilling any of your obligations under the Contract.
14.4 On receipt of notice from you in accordance with clause 14.3, Aldermore shall notify you, in writing whether or not to continue with the variation. Until Aldermore confirms the variation the Contract shall continue as if the instruction to vary had not been given.
14.5 Should Aldermore or its clients be effected by a Force Majeure event, Aldermore may, without incurring any additional liability to you, serve notice on you identifying the relevant event and anticipated delay and altering the date or dates for delivery of the Deliverables until the event or circumstances causing the delay, suspension, interruption or restriction have ceased. If delivery or performance has been suspended for any such reason Aldermore shall not be liable to make any payment to you until the Deliverables are supplied. If such Force Majeure event continues for a period in excess of one month, either party may terminate the Contract by notice in writing with immediate effect.
15.1 The Contract governs the purchase of the Deliverables to the exclusion of any other terms or conditions referred to orally or in correspondence between Aldermore and you (including but not limited to any contained in your quotation, acknowledgement or acceptance of the PO).
15.2 The terms of this Contract (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Contract, its termination or its formation) shall be governed and interpreted in all respects in accordance with the laws of England and Wales. Subject to clause 17.4, the parties submit to the exclusive jurisdiction of the courts of England.
15.3 Upon termination of the PO for whatsoever reason clauses 1, 5, 6, 7, 9, 10, 13.2, 13.1, 15, 16 and 17 shall continue to apply between the parties for a period of 6 years from the date of such termination.
16.1 Day-to-day correspondence between you and Aldermore can be conducted by any means, whether in writing or verbally. Any instructions relating to the Deliverables or variations to this Contract shall only be binding if in writing, including email.
16.2 Any formal notice of termination or breach to be given or made under this Contract shall be in writing and may be delivered by hand to the relevant party or sent by first class post, recorded delivery letter or registered airmail to the address specified on the front of the PO or such other address which may be notified by that party and will be effective notwithstanding any change of postal not so notified.
17.1 You shall ensure that when any of your obligations are performed on Aldermore’s premises you and your employees, contractors and agents comply with all health and safety, security and other requirements and/or policies notified to you.
17.2 No waiver by Aldermore of any breach of this Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provisions.
17.3 Except where expressly stated otherwise, any variation to the Contract shall not be valid unless in writing and signed by both parties.
17.4 Any dispute arising between the parties in connection with this Contract which cannot be resolved by the parties within thirty (30) days of notice of the dispute being served by one party on the other shall first be referred to mediation. If the parties are unable to agree a procedure or any aspect of a procedure, they shall seek assistance from the Centre for Dispute Resolution in London. Unless otherwise agreed, the parties shall share equally the costs of mediation. Neither party shall have to commence the procedure in this clause 17.4 if it wants to pursue a monetary debt owed to it. The commencement of mediation shall not prevent the parties commencing or continuing court or arbitration proceedings in relation to the dispute under this clause 17.4, which clause shall apply at all times, or to pursue undisputed debts.
17.5 Nothing in the Contract shall be construed as creating any partnership or joint venture between the parties. Neither party shall have authority to act on behalf of or represent the other in any way or be deemed to be an agent of the other or have power to enter into any transaction on behalf of or otherwise bind the other in any way.
17.6 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, voidable or unenforceable the offending terms shall be amended or severed from the Contract and the remaining provisions of the Contract shall continue in full force and effect.
17.7 The parties do not intend any term of this Contract to be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not named in a PO, with the exception of companies within the Bank’s Group.