Terms and Conditions

TERMS AND CONDITIONS (“CONDITIONS”) FOR THE SUPPLY OF GOODS AND/OR SERVICES BY A THIRD PARTY TO DELTIC (OR ANY COMPANY IN THE SAME GROUP)

These Conditions apply to any company that supplies good and/or services to The Deltic Group (“Deltic”). Deltic, has its registered office at Aurora House, Deltic Avenue, Rooksley, Milton Keynes, Buckinghamshire, MK13 8LW and is registered in England with registration number 07870512.

The Supplier is the company or organisation whose name appears on any Order (as defined below) attached or forming part of the agreement established pursuant to these Conditions.

Deltic hereby appoints the Supplier to provide the Goods and/or Services (each as defined below and as are described more fully in the relevant Order).

The Supplier agrees to supply the Goods and/or Services to Deltic at the Locations (as defined below) on the terms of these Conditions.

These Conditions establish a framework for any Order placed by Deltic with the Supplier for Goods and/or Services and these Conditions shall apply throughout the duration of the agreement established hereunder.

For the avoidance of doubt, Deltic is not required whether under these Conditions or otherwise to order or operate a minimum quantity of goods or to give any minimum commitment of financial value to the Supplier.

1 DEFINITIONS
In these Conditions the following expressions will have the meanings shown below unless the context otherwise dictates:

“Business Days” means any day which is not a Saturday, a Sunday or a bank or public holiday in England;

“Conditions” means these terms and conditions for the purchase of Goods and/or Services as set out below and shall include any Service Level Agreements and any Orders made under or pursuant to its terms;

“Confidential Information”
means information that is designated as ‘confidential’ or which by its nature is clearly confidential or any information relating to Deltic’s business affairs, finances, products, any Order, or the Goods and/or Services that the Supplier is engaged in delivering or which may be disclosed to the Supplier during the Term including all information and copies (whether authorised or not) of such information irrespective of what form it takes or the medium on which it is stored, recorded or conveyed;

“Disclosing Party”
means a party that makes available or releases Confidential Information to the other;

“Effective Date” means the date set out on any Order.

“Goods” means the defined items as per the Order by Deltic to the Supplier on an individual basis.

“Intellectual Property”   means all intellectual property of whatever nature, including all:
(a) patents, utility models,  trade marks, service marks, registered designs, trade names, business names, domain names and email addresses, unregistered trade marks and service marks, rights in logos and get-up copyright, database rights, all rights of whatsoever nature in computer software and data, semi-conductor topographies, inventions, know-how, rights in designs;
(b) rights under licences, consents, statutes, orders or otherwise in relation to a right in paragraph (a) of this definition;
(c) rights of the same of similar effect or nature to those in paragraphs (a) and (b) above of this definition anywhere in the world which now or in the future may subsist; and,
(d)      renewals, reversions or extensions, applications and rights to apply for any of the rights in paragraphs (a), (b) and (c) of this definition;
“Location” means the location(s) owned or operated from time to time by Deltic, where the Supplier will provide the Goods and Services as agreed between the parties. Deltic’s current locations as at the date of these Conditions are set out in the Appendix attached hereto;

“New Supplier” means any entity (including Deltic where relevant) which provides the Replacement Services;

“Order” means Deltic’s written instructions, including without limitation, any Purchase Order, or any other request that incorporate these Conditions for the provision of the Goods and/or Services;

“Price” means the price payable to Deltic for the Goods and/or Services set out in any Order or as otherwise agreed in writing between the parties;

“Receiving Party” means the party to whom any Confidential Information is made available;

“Replacement Services” means all or part of the Services (or services substantially similar to all or part of the Services) which are provided by any New Supplier or Deltic following the termination of any agreement covered by these Conditions;

“Sensitive Personal Data” means sensitive personal data to include data relating to race or ethnic origin, political opinions, religious and other beliefs, trade union membership, health, sex life and criminal records.

“Services” means those services provided by the Supplier pursuant to these Conditions set out in more detail in any Order;

“Service Levels” means those service levels set out in any Service Level Agreement which may be attached as a schedule to these Conditions and any such Service Level Agreement may be amended from time to time by Deltic;

“Term” means the term or duration of this agreement as described more fully in any Order or in clause 15; and

“TUPE Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time.

1.1 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

1.2  In these Conditions, a reference to the masculine includes the feminine and to the singular includes the plural and vice versa as the context admits or requires.

1.3  In these Conditions, the headings will not affect the construction of these Conditions.

2 DURATION

2.1 The agreement established by these Conditions shall be deemed to have come into force on the Effective Date and shall continue unless or until terminated in accordance with clause 15.

3 OBLIGATIONS OF DELTIC

3.1 In performing its obligations hereunder Deltic shall:

3.1.1 place Orders in accordance with the procedures agreed between the parties from time to time;

3.1.2 work in line with any contract schedule that may be agreed between the parties;

3.1.3 allow the employees and/or duly authorised contractors of the Supplier, access to the Locations to enable them to perform their obligations pursuant to these Conditions;

3.1.4 meet with the Supplier to hold regular reviews including if applicable, an annual review to assess the current status of the arrangements established pursuant to these Conditions; and

3.1.5 provide, where appropriate, the Supplier with all information and documents as the Supplier may reasonably require or request for the proper performance of its obligations.

4 GENERAL OBLIGATIONS OF THE SUPPLIER

4.1 In performing its obligations hereunder the Supplier shall:

4.1.1 provide the Goods and/or Services in a timely manner in accordance with the timescales set out in any Order;

4.1.2 comply with the lawful instructions and/or directions of Deltic;

4.1.3 keep detailed records of all acts and things done by it in relation to the performance of its obligations hereunder and shall, upon request, make such records available to Deltic for inspection and/or copying;

4.1.4 comply with all applicable laws, enactments, orders, regulations, codes of practice and other similar instruments as may be in force or apply from time to time;

4.1.5 obtain and maintain in force all necessary consents, approvals, authorisations, licences and permissions which may be required in order to enable it to perform its obligations;

4.1.6 allow, from time to time, authorised representatives of Deltic to observe and monitor the provision of the Services;

4.1.7 ensure that any of its personnel who attend Deltic’s premises act in accordance with Deltic’s health, safety and security policies;

4.1.8 comply with the provisions of clause 17 (Intellectual Property Rights) below;

4.1.9 ensure that its personnel observe the obligations of the Supplier set out in clause 18 (Confidentiality and Data Protection) in regard to all Confidential Information belonging to Deltic;

4.1.10 promptly notify Deltic of any circumstance that may materially delay or otherwise affect the Supplier’s ability to provide the Goods or Services;

4.1.11 provide in a timely manner the information and/or materials requested by Deltic from time to time to enable it to monitor the Services provided; and

4.1.12 work in accordance with the specific service levels defined in any Schedule Level Agreement agreed between the parties.

5 SPECIFIC OBLIGATIONS OF THE SUPPLIER IN REGARD TO THE GOODS

5.1 In supplying the Goods, the Supplier shall:

5.1.1 ensure that the Goods shall be of the best available design, of the best quality, material and workmanship, be without fault and conform in all respects with the Order, any ‘Specification’ set out therein and any Service Levels;

5.1.2 ensure that the Goods are fit for the purpose required (whether or not such purpose was drawn to the attention of the Supplier or was apparent by implication from the nature of the Goods) and are free from any defect in tolerance, performance, safety, materials and workmanship;

5.1.3 inspect and test the Goods prior to delivery for total compliance with the relevant Order.  In assessing the Goods as to their fitness for use, Deltic shall be deemed to have relied upon the Supplier’s skill and judgment in this respect;

5.1.4 comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods; and

5.1.5 ensure that all Goods are supplied in accordance with any time or date referred to in any Order and time shall be of the essence in this regard.

6 SPECIFIC OBLIGATIONS OF THE SUPPLIER IN REGARD TO THE SERVICES

6.1 In supplying the Services, the Supplier shall:

6.1.1 provide all Services with reasonable skill and care and in accordance with the standards generally observed in the industry for similar services;

6.1.2 perform the Services in accordance with any quality control or other particular requirements set out in any Order or any Service Level Agreement or as otherwise agreed in writing between the parties;

6.1.3 provide, at its own risk and expense all goods, materials, labour, plant, equipment, licences (whether for intellectual property rights or otherwise), transport, handling, tools and appliances and all such other things which are necessary for the provision of the Services;

6.1.4 ensure that the Services are performed by personnel who are under the sole direction of the Supplier and who have the necessary skill and expertise to provide the Services;

6.1.5 ensure that all Services (including, without limitation, any installations or removals) are supplied in accordance with any time or date referred to in any Order or agreed contract schedule and time shall be of the essence in this regard;

6.1.6 comply with all applicable regulations or other legal requirements concerning the supply of the Services;

6.1.7 comply at all times with any lawful and/or reasonable instructions given by Deltic (including without limitation any risk assessment prepared or produced by or on behalf of Deltic) in respect of the provision of Goods or Services by the Supplier;  and

6.1.8 ensure that there is no nudity or audience participation in relation to the provision of events that involve entertainment of a sexual nature.

7 RISK AND TITLE OF GOODS

7.1 The Goods shall at all times remain at the risk of the Supplier where the items are on lease.  Where items have been purchased outright by Deltic the risk will transfer to Deltic upon delivery.

7.2 Title and property of the Goods shall continue to vest in the Supplier when the Goods are on lease.  Where items have been purchased outright by Deltic title in the goods and property will transfer to Deltic upon delivery.

8 PERSONNEL

8.1 In addition to the obligations of the Supplier set out in clause 6.1.4 above, Deltic shall have the right to require the Supplier, immediately on receipt of written notice, to remove any of its employees or agents who have been guilty of any mis-conduct or acted in breach of Deltic’s policies from time to time (including without limitation, in regard to personnel, health, safety or security) or any of the terms of these Conditions.

9 HANDOVER CO-OPERATION

9.1 During any period of notice in relation to the termination of the agreement established under these Conditions (or, in the event that these Conditions shall terminate by expiry, during the last three (3) months of the operation of this agreement) (the “Notice Period”) the Supplier shall if required by Deltic at Deltic’s sole discretion, fully co-operate in the transfer of the responsibility for the provision of the Services or services similar to the Services (the “Transfer”) to any New Supplier (or Deltic as the case may be) who provides Replacement Services under arrangements to be notified to the Supplier by Deltic.  For the avoidance of doubt, full co-operation will include the Supplier’s compliance with its obligations arising under the TUPE Regulations.

9.2 Any Transfer shall be arranged between Deltic and the Supplier so as to reduce to a minimum any interruption in the Services (or services similar to the Services), and therefore maintain Deltic’s business continuity.

9.3 Any Transfer of responsibility for any Goods, Services or facilities made available to the Supplier shall be the subject of a mutually agreed inventory between the interested parties at the time of the Transfer.  Any special equipment which has been purchased by Deltic for use by the Supplier which has been paid for by Deltic shall remain the property of Deltic and shall immediately be handed over to the New Supplier (or Deltic as the case may be).

9.4 During the Notice Period, the Supplier shall transfer all files, records, documents, plans, drawings, for all Services provided or generated under the agreement established under these Conditions, to Deltic or any person designated by Deltic.

9.5 The Supplier shall be responsible for ensuring that any computerised filing, recording, documenting, planning and drawing software systems and any other material utilised under these Conditions is transferred free of any charges to Deltic or any person designated by Deltic to facilitate a smooth hand-over of the Services (or services similar to the Services) and the Supplier shall provide to Deltic and or the New Supplier an irrevocable royalty free licence in respect of any intellectual property rights as may be contained in the same and as and when requested by Deltic execute without charge all such documents as may be necessary to facilitate the grant of such licence to Deltic and or such incoming supplier.

10 REMEDIES

10.1 Without prejudice to any other right or remedy which Deltic may have, if any of the Goods are not supplied, or if the Services are not carried out in accordance with, or if the Supplier fails to comply with, any of the terms of these Conditions, Deltic shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not all or any part of the Goods have been accepted by Deltic:

10.1.1 to reject the Goods (in whole or part) or terminate the Services supplied either in whole or in part;

10.1.2 at Deltic’s option, to give the Supplier the opportunity at the Supplier’s expense either to remedy any defect or to supply replacement Goods;

10.1.3 at Deltic’s option, to give the Supplier the opportunity at the Supplier’s expense to remedy any Service issues within ten (10) days of notification;

10.1.4 to refuse to accept any further deliveries of the Goods, without any liability to the Supplier; or

10.1.5 to claim such damages as may have been sustained in consequence of the Supplier’s breaches of these Conditions.

11 INDEMNITY AND LIABILITY

11.1 The Supplier shall keep Deltic indemnified in full against all direct liabilities, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by Deltic as a result of or in connection with:

11.1.1 defective workmanship, quality or materials in regard to the Goods and/or Services; and/or

11.1.2 any claim made against Deltic in respect of any liability, loss, damage, injury, cost or expense sustained by any of Deltic’s employees or agents to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of Services as a direct consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Order by the Supplier and /or

  • 1.3 any damage caused to Deltic’s property or property in Deltic’s custody and control or for Deltic are responsible as a result of any act, neglect or default of the Supplier, its employees, agents or contractors.

11.2 In addition, the Supplier will be solely responsible for the provision of the Goods and/or Services that are the subject of these Conditions and accordingly, the Supplier agrees to fully indemnify Deltic against any and all liabilities that arise from or are connected with the provision of the Goods and/or Services in any way whatsoever. It is acknowledged that nothing in these Conditions is intended to, or can, affect the rights of any third party to bring a claim against either Deltic or the Supplier in accordance with the legal entitlement of that third party or customer in accordance with 11.1.

12 LIMITATION OF LIABILITY

12.1 The following provisions set out the entire financial liability of Deltic to the Supplier (including any liability for the acts or omissions of its employees, agents and/or sub-contractors) in respect of:

12.1.1 any breach of these Conditions; and

12.1.2 any representation, statement or tortious act or omission (including negligence) arising out of or in connection with these Conditions.

12.2 Nothing in these Conditions excludes or limits the liability of either party for:

12.2.1 death or personal injury resulting from negligence; or
12.2.2 fraud or fraudulent misrepresentation; or
12.2.3 any other liability which cannot be excluded or limited as a matter of law.

12.3 Subject to clauses 12.1 and 12.2, Deltic shall not be liable for any of the following matters that may be suffered or incurred by the Supplier:

12.3.1 loss of profits; or
12.3.2 loss of business; or
12.3.3 depletion of goodwill or similar losses; or
12.3.4 loss of anticipated savings; or
12.3.5 loss or corruption of data or information; or
12.3.6 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

12.4 Deltic’s total liability to the Supplier in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of under these Conditions in any period of twelve (12) months shall not exceed the amount of the fees paid by Deltic to the Supplier during such twelve (12) months period.

13 INSURANCE

13.1 The Supplier shall effect and maintain in force with a reputable insurance company the following insurance policies:

13.1.1 Public and Product Liability Insurance Policy in respect of loss or injury to persons or damage to tangible property, including an indemnity to principals clause, with not less than five million pounds sterling (£5,000,000) per claim; and

13.1.2 such other insurance as may be required by law (including employer’s liability up to £10,000,000).

13.2 The Supplier procure that its suppliers of goods and services for anything supplied to Deltic by the Supplier shall effect and maintain in force with a reputable insurance company the following insurance policies:

13.2.1 Public and Product Liability Insurance Policy in respect of loss or injury to persons or damage to tangible property, including an indemnity to principals clause, with not less than five million pounds sterling (£5,000,000) per claim; and

13.2.2 such other insurance as may be required by law (including employer’s liability up to £10,000,000).

13.3 On Deltic’s written request, the Supplier shall promptly provide Deltic with a certificate signed by the Supplier’s insurer (or any of its suppliers’ insurers as the case may be) confirming that the Supplier (or any of its suppliers) is insured in accordance with this Condition.

14 PAYMENT

14.1 The Price for the Goods and/or Services will be as stated the any Order or as otherwise agreed in writing by the parties.

14.2 The Supplier acknowledges and agrees to use its skill and expertise to ensure that any Goods and/or Services supplied under these Conditions and any Order are competitively priced and represent good value to Deltic.

14.3 Subject to the receipt of a correct invoice accurately reflecting the Price, Deltic shall make payment for the Goods and/or Services in pounds sterling not earlier than 60 (sixty) days of the date stated on the invoice, but time for payment shall not be of the essence under these Conditions.

14.4 There will be a separate invoice for each individual Order placed or in accordance with any agreed contract schedule.

14.5 Invoices shall be sent to Deltic’s registered office and shall be inclusive of VAT unless otherwise stated in the Order.

14.6 Each invoice must quote Deltic’s Order number; Deltic will not accept invoices that do not quote this number unless the Supplier can demonstrate that it has acted in accordance with the instructions of a duly authorised representative of Deltic.

14.7 Without prejudice to any other right or remedy that it may have, if Deltic fails to pay the Supplier on the due date, the Supplier may charge interest on such sum from the due date for payment at the annual rate of 1% (one per cent) above the base rate of the Bank of England from time to time in force from the date the monies first become due until the outstanding invoice is paid.

14.8 All sums payable to the Supplier under these Conditions shall become due immediately on its termination where there are no disputes outstanding.   In the event that the circumstances under clause 10.1 come into effect and this agreement is terminated, the Supplier shall be entitled to payment for any undisputed outstanding invoices for the goods supplied and services carried out as at date of the termination.  This clause is without prejudice to any right to claim for interest under the law, or any other such rights or remedies available to Deltic under these Conditions.

15 TERMINATION

15.1 Deltic shall have the right to terminate the agreement established hereunder whether in whole or in part, by giving the Supplier one (1) month’s written notice at any time.

15.2 In addition, without prejudice to any other rights it may have (to include, without limit, accrued rights to date of termination) Deltic may with immediate effect terminate the agreement established hereunder and/or any Orders in existence under it on written notice if the other party  (whole or in part) based on the following circumstances:

15.2.1 if there has been a material breach by the Supplier of any of its obligations under these Conditions and if the material breach is capable of remedy and the Supplier has failed to remedy such material breach within fourteen (14) days of receipt of notice to do so.

15.2.2 If the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation of reconstruction); or an encumbrancer takes possession, or a receiver or administrative receiver is appointed of any of the property or assets of the Supplier; or the Supplier ceases, or threatens to cease, to carry on business; or Deltic reasonably apprehends that any of the events mentioned above may occur in relation to the Supplier and notifies the Supplier accordingly.

15.3 Termination, for the avoidance of doubt, of these Conditions for whatever reason shall be without prejudice to the rights and remedies of either party which may have accrued on or before the date of termination.

15.4 Upon termination of these Conditions, the provisions of clauses 12, 17 and 18 shall apply.

16 ASSIGNMENT

16.1 The Supplier shall not assign, transfer, sub-contract, delegate or in any other manner make over to any third party the benefit and/or burden of these Conditions without Deltic’s prior written consent.

16.2 Deltic may assign, novate or subcontract, these Conditions or any part of it to any person, firm or company.

17 INTELLECTUAL PROPERTY RIGHTS

17.1 Intellectual Property Rights owned by the Supplier at the Effective Date shall continue to vest in and remain the sole property of the Supplier. Intellectual Property Rights owned by Deltic at the Effective Date shall continue to vest in and remain the sole property of Deltic. Intellectual Property Rights created by or on behalf of either party in respect of these Conditions at any time after the Commencement Date shall vest in and shall continue to vest in and remain the sole property of Deltic.

17.2 The Supplier shall ensure that any Intellectual Property Rights arising out of or relating to work done by all personnel performing the Services will vest or will be caused to vest in Deltic and that such personnel will have no title, right or interest whether legal or beneficial in any such Intellectual Property Rights.

18 CONFIDENTIALITY AND DATA PROTECTION

18.1 To the extent that any data or information belonging to Deltic is personal data within the meaning of the Data Protection Act 1998 (“Act”), the Supplier warrants that it will:

18.1.1 process such data, information and Sensitive Personal Data only in accordance with the provisions of the Act and Deltic’s instructions;

18.1.2 not transmit such data, information and Sensitive Personal Data to a country or territory outside the European Economic Area without Deltic’s express, written consent; and

18.1.3 take such technical or organisational measures against unauthorised or unlawful processing of such data, information and Sensitive Personal Data and against accidental loss or destruction of, or damage to, such data and information as are appropriate to Deltic as Data Controller (as defined in section 1(1) of the Act).

18.2 Both parties agree to treat as secret and confidential and shall not at any time or for any reason, disclose or permit to be disclosed to any person or persons or otherwise make use of or permit to be made use of, any Confidential Information without the prior written consent of the other.

18.3 The Supplier may disclose Confidential Information to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Supplier’s obligations to Deltic and shall ensure that such employees, agents or sub-contractors are subject to the same obligations of confidentiality as bind the Supplier.

18.4 The obligation of confidentiality referred to in this clause 18, shall not apply to any information which:

18.4.1 is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain prior to the receipt of such Confidential Information or other information by the Receiving Party; or

18.4.2 is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party; or

18.4.3 the Receiving Party is required to disclose by law or applicable regulation.

18.5 In the absence of any prior written consent from Deltic to the contrary, the Supplier warrants that it shall permanently destroy the original, and all copies of any personal data, Sensitive Personal Data and Confidential Information which it obtains either directly or indirectly during the course of business in relation to these Conditions.

19 WARRANTIES AND REPRESENTATIONS IN RESPECT OF GOODS

19.1 The Supplier warrants and represents that all Goods supplied shall be as safe as persons generally are entitled to expect in all the circumstances and that appropriate quality control and testing will have been carried out on the Goods.

19.2 The Supplier further warrants and represents that the design, construction, quality, packaging and labelling of the Goods shall comply in all respects with the relevant requirements of all laws and any requirements specified by Deltic.

20 BENCHMARKING

20.1 Deltic reserves the right to benchmark the ongoing competitiveness of the supply of Goods and Services delivered by the Supplier throughout the term of these Conditions. In conducting any benchmarking, the parties agree that comparisons shall be made with similar goods and services.

20.2 If the benchmarking shows that the Suppliers price or the commercial arrangement at that time is uncompetitive, Deltic shall share the findings with the Supplier and the parties shall meet with a view to agreeing a new pricing structure.

21 ANTI-BRIBERY

21.1 The Supplier, (which for purposes of this clause 21.1 shall include all of the Supplier’s employees, agents, representatives, affiliates and any person who performs Services on behalf of the Supplier) agrees with Deltic that it will not, in connection with the Goods and/or Services to be supplied under this Agreement, bribe, or attempt to bribe (which shall include without limitation, any offer of any form of payment, gift or other form of inducement, reward or advantage (whether of money or anything of value)) Deltic, any public or government officials or employees, public international organisations, political parties, or private individuals or other entities (“Relevant Party”).
21.2 The Supplier represents and warrants to Deltic that it has not, prior to the date of this Agreement, bribed or attempted to bribe any Relevant Party in order to secure any business from Deltic whether in connection with this Agreement or otherwise.

21.3 The Supplier acknowledges and agrees on behalf of all of the Supplier’s employees, agents, representatives, affiliates and any person who performs services on behalf of the Supplier, that it is familiar with and will abide by the anti-bribery and anti-money laundering laws in all the countries in which it is incorporated or established and in which it does business.

21.4 The Supplier agrees that it will not take or knowingly permit any action to be taken that would cause Deltic to be in violation of any applicable anti-bribery or anti-money laundering laws.

21.5 The Supplier agrees that its books, records and all accounts shall accurately reflect any and all payments in respect of transactions of the Supplier whether under this Agreement or otherwise, and Deltic (and Deltic’s authorised representatives) shall have the right to inspect and audit the Supplier’s books, records and accounts at any time on prior written notice.

21.6 If the Supplier discovers that it has or may have violated any of the provisions in this clause 21, the Supplier shall immediately notify Deltic and cooperate with any investigations by Deltic into such matters.

21.7 Without prejudice to the generality of clauses 21.1 to 21.6 inclusive, the Supplier covenants with Deltic to establish and at all times maintain and implement such anti-bribery policies and procedures as may be required to ensure that it prevents bribery or attempted bribery taking place on the Supplier’s behalf.

21.8 The Supplier agrees that in addition to Deltic’s termination rights set out elsewhere in this Agreement, Deltic may immediately terminate this Agreement in the event of a breach of this clause 21 by the Supplier.

21.9 Without prejudice to Deltic’s rights to be indemnified elsewhere under this Agreement, Deltic shall not be required to make any payments to the Supplier that might otherwise be due from Deltic if such payments are related to a transaction in connection with which the Supplier has breached this clause 21.

22 WAIVER

22.1 If either party delays, forgets or chooses not to enforce their rights under these Conditions (including under any Order) it shall not affect their rights to do so at a later date.

23 NOTICES

23.1 Any notice or other document to be given under these Conditions shall be in writing and shall be deemed to have been duly given if left at or sent by:

23.1.1 first class post; or

23.1.2 registered post: or

23.1.3 facsimile;

to a party at the address or relevant facsimile number for such party or such other address as a party may from time to time designate by written notice to the other.

23.2 Any notice or other document shall be deemed to have been received by the addressee two Business Days following the date of despatch of the notice or other document is sent by hand or is given by facsimile.  To prove the giving of a notice or other document it shall be sufficient to show that it was despatched.

23.3 Any notice served on Deltic shall be addressed for the attention of the Company Secretary.

24 PUBLICITY

24.1 The Supplier shall not advertise or make reference to its relationship with Deltic except by means of advertising material first approved in writing by Deltic.

25 DISPUTE RESOLUTION AND ESCALATION PROCEDURE

25.1 Any disputes arising in connection with these Conditions that cannot be resolved will be referred to the finance directors of each party.  If a dispute cannot be resolved within 10 Business Days of such referral then it shall be referred to the respective Chief Executive Officers (the “CEOs”) of Deltic and the Supplier. Should the CEO’s not be able to resolve the matter within 30 Business Days’ such referral, the matter may be referred to the Centre for Dispute Resolution (“CEDR”).  If the matter is referred to the CEDR, all negotiations connected with the dispute will be conducted in confidence and without prejudice to the rights of the parties in any further proceedings and if the parties reach agreement on the resolution of the dispute the agreement will be put in writing and once signed by the parties will be binding on them. The costs of any use of CEDR shall be borne equally between the parties. Should the CEDR not resolve the dispute to the satisfaction of both parties within 90 days of the dispute arising, then either party shall be entitled to resolve the matter through litigation.

25.2 This clause 25 is without prejudice to either party’s rights or remedies provided by law, under these Conditions or otherwise including the right to seek injunctive relief or otherwise commence legal proceedings at any time.

26 SEVERANCE

26.1 If any provision of these Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent that it shall be deemed severable and the remaining provisions of the Conditions and the remainder of such provision shall continue in full force and effect.

27 FORCE MAJEURE

27.1 The Supplier shall not be liable for any failure in the performance of any of its obligations under these Conditions if such failure results from circumstances, which could not have been reasonably foreseen and which are beyond the Supplier’s reasonable control, including those set out below. Deltic reserves the right, at its sole option, to:

27.1.1 defer the date of delivery; or

27.1.2 cancel the contract or Order; or

27.1.3 reduce the volume of the Goods ordered,

if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, government actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

28 THIRD PARTIES

28.1 A person who is not a party to these Conditions shall not have any rights under or in connection with it under the Contracts (Right of Third Parties) Act 1999 or otherwise.

29 AMENDMENTS

29.1 These Conditions shall not be amended, modified, varied or supplemented except as agreed in writing signed by duly authorised representatives of the parties

30 GOVERNING LAW

30.1 These Conditions shall be governed and construed and have effect in all respects in accordance with English Law.

30.2 The courts of England shall have exclusive jurisdiction over any proceedings arising out of or in connection with these Conditions.

31 NO PARTNERSHIP OR AGENCY

31.1 Nothing in these Conditions is intended to, or shall operate to create a partnership between the parties or to authorise either party to act as an agent for the other.