TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS

 

Contract Formation

• These terms and conditions apply to each Binding Order between the Rollagranola (henceforth the company) and the Supplier for the supply of Goods to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of
• Each Purchase Order shall constitute an offer by the company to purchase the goods in accordance with these terms and

• The Purchase Order shall be deemed to be accepted, and an individual contract formed ("Binding Order"), on the earlier of:
  • the Supplier issuing a written acceptance of the Purchase Order;

• the Supplier verbally confirming its acceptance of the Purchase Order to the company; or

• the Supplier doing any act consistent with fulfilling the Purchase

2         The Goods

The Supplier shall ensure that the Goods:

• are new (unless expressly agreed otherwise);

• correspond with their description, any  sample  provided  and  any  applicable  Specification  (to include, without limitation,  the  provisions  of  the   company's  requirements  set   out   in the Specification and the Supplier’s response to such requirements);

• be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known by the Supplier  to  the company expressly or by implication, and in this respect the  company  relies  on  the  Supplier's skill and judgment;

• be free from defects in design, material and workmanship and remain so for a reasonable period after delivery commensurate to the nature, specification and Price of the Goods 

• are manufactured and stored prior to delivery in accordance with Good Industry Practice

• comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the goods
• The Supplier will have full liability for  any  goods  which  arrive  at  The  Company  damaged and with any packaging damaged causing goods to be exposed. The company reserve the right to reject either the entire shipment or only the  damaged  goods  at  their  discretion  and  either  send back with the logistics supplier or request that the supplier organise for the goods to be

• The Supplier shall ensure that it has and maintains all relevant consents, authorisations, licences and accreditations required to supply and deliver the Goods prior to the delivery of any Goods to the

3         Delivery

The Supplier shall deliver the Goods in  accordance  with  any  delivery  timescales,  delivery  dates and delivery instructions (to include, without limitation, as to delivery location and delivery times) set out in  the Purchase Order or as otherwise agreed with the companny in writing. If no such date is specified or agreed then the Supplier shall deliver the Goods during Normal Working Hours within 7 days of the date of the Purchase:

• Delivery will be completed once the goods have been unloaded at the company's warehouse:

• Pallet deliveries must have a tail lift to deliver goods: There is no forklift truck available at the company

• The Supplier shall ensure that a delivery note shall accompany each delivery of the Such delivery note shall, as a minimum, contain the company's Purchase Order number, the name and address of   the company, the name and address of the Supplier, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the   Price or, where no charge is made, whether the containers are required to be returned.

• Unless otherwise agreed with the company in writing, the Supplier shall be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the delivery of the Goods to the delivery location and unloading of the Goods at that location. Without limitation to the foregoing provision of this Clause 4, unless otherwise agreed with the company in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any delays to the delivery time due to such licences not being available when required. In the case of any Goods supplied from outside the European Union, the Supplier shall ensure that accurate information is provided to the company as to the country of origin of the Goods.

4         Passing of risk and ownership

Title to and risk in the Goods shall pass to the company when the Goods are paid for by the company.

5         Inspection, rejection, return and recall 

Subject to reasonable written notice, the Supplier shall permit any person authorised by the company, to inspect work being undertaken in relation to the Goods and/or the storage facilities used in the storage of the Goods at all reasonable times at the Supplier’s premises or at the premises of any subcontractor or agent of the Supplier in order to confirm that the Goods are being manufactured and/or stored in accordance with Good Industry Practice and in compliance the requirements of these Terms and Conditions and any Specification.

 

• Without prejudice to the provisions of Clause 6 the company may by written notice reject any Goods found to be damaged or otherwise not in accordance with the requirements of these Terms and Conditions and any Specification (“Rejected Goods”). The whole of any delivery may be rejected if a reasonable sample of the Goods in that delivery is found not to conform in all material respects to the requirements of these Terms and Conditions and any Specification.

• Without prejudice to the provisions of Clause 5, upon the rejection of any Goods in accordance with Clause 5, the Supplier shall, at the companys written request:
  • collect the Rejected Goods at the Supplier’s risk and expense within ten (10) Business Days of issue of written notice from the companys rejecting the Goods; and

• without extra charge, promptly (and in any event within  twenty  (20)  Business  Days  or such other time agreed by the Parties in writing acting reasonably) supply replacements for the Rejected Goods to the company subject to the company not cancelling its purchase       obligations in accordance with Clause 5.

• Risk and title in respect of any Rejected Goods shall pass to the Supplier on the earlier of: (a) collection by the Supplier in accordance with Clause 3 or (b) immediately following the expiry of ten (10) Business Days from the company issuing written  notification  rejecting  the  Goods.  If  Rejected  Goods are not collected within ten (10) Business Days of the company issuing written notification rejecting the Goods, the Company may return the Rejected Goods  at  the  Supplier’s  risk  and  expense and/or charge the Supplier for the cost of storage from the expiry of ten (10) Business Days from the date of notification of rejection.

• Where the company rejects any Goods in accordance with Clauses 2 and/or 5 and the company does not require replacement Goods, the company may by written notice cancel its purchase obligations in relation to such quantity of Rejected Goods. Should the company have paid for such Rejected Goods the Supplier shall refund such payment to the companywithin thirty (30) days of the company cancelling such purchase obligations and informing the Supplier that the company does not require replacements for such Rejected Goods.

• Without prejudice to any other provisions of these Terms and Conditions or any other warranties or guarantees applicable to the Goods supplied and subject to Clauses 7 and 5, if at any time following the date of the delivery of any Goods, all or any part of such Goods are found to be defective or otherwise not in accordance with the requirements of these Terms and Conditions (“Defective Goods”), the Supplier shall, at the company’s discretion 

• upon written request and without charge, promptly (and in any event within twenty (20) Business Days or such other time agreed by the Parties in writing acting reasonably) remedy the deficiency by repairing such Defective Goods; or

• upon written notice of rejection from the company, treat such Defective Goods as Rejected Goods in accordance with Clauses 2 to 5 (inclusive).

• The Supplier shall be relieved of its liabilities under Clauses 2 to 5 (inclusive) to the extent only that the Goods are damaged, there are defects in the Goods and/or the Goods fail to comply with the requirements of these Terms and Conditions to the extent due, in each case, to any acts or omissions of the Company.

• The company’s rights and remedies under Clause 6 shall cease within a reasonable period of time from the date on which the company discovers or might reasonably be expected to discover that the Goods are Defective Goods or within such other period as may be set out as part of thecompany's requirements in the Specification, if any. For the avoidance of doubt, Goods not used before their expiry date shall in no event be considered Defective Goods following the date of expiry provided that at the point such Goods were delivered to the company they met any shelf life requirements set out in the Purchase Order or any Specification.

• Where the Supplier is required by Law, Guidance, and/or Good Industry Practice to order a product recall (“Requirement to Recall”) in respect of the Goods, the Supplier shall:

• promptly (taking into consideration the potential impact of the continued use of the Goods, service users and the Company  as  well  as  compliance  by  the  Supplier  with  any regulatory requirements) notify the Cmpany in writing of the recall together with the circumstances giving rise to the recall;

• from the date of the Requirement to Recall treat the Goods the subject of such recall as Defective Goods in accordance with Clause 6

• consult with the Company as to the most efficient method of executing the recall of the Goods and use its reasonable endeavours to minimise the impact on the Company of the recall; and

• indemnify and keep the Comapny indemnified against, any loss, damages, costs, expenses(including legal costs and expenses), claims or proceedings suffered or incurred by

the Company as a result of such Requirement to Recall.

6         Price and payment 

The Price shall be calculated as set out in the Purchase Order or:

• Unless otherwise agreed, the Price:

• shall remain fixed; and

• is the entire price payable by the Company to the Supplier in respect of the provision of Goods and includes, without limitation:

the

• packaging, packing materials, addressing, labelling, loading, delivery to and unloading at the delivery location, all appropriate tax and duty (excluding VAT), any installation costs and associated works, the costs of all associated documentation and information supplied or made accessible to the Company in any media, and any training in relation to the use, storage, handling or operation of the Goods; 

• any royalties, licence fees or similar expenses in respect of the making, use or exercise by the Supplier of any Intellectual Property Rights, and any licence rights granted to the Company in accordance with Clause 7,and

• costs and expenses in relation to supplies and materials used by the Supplier or any third party in the manufacture of the Goods, and any other costs incurred by the Supplier in association with the manufacture, supply or installation of the goods

Unless otherwise agreed:

• where the Purchase Order and/or Specification confirms that the payment profile for the Goods is monthly in arrears, the Supplier shall invoice the Company, within fourteen (14) days of the end of each calendar month, the Price (plus any applicable VAT thereon) in respect of the Goods supplied in the preceding calendar month;

• where Clause 3 does not apply, the Supplier shall invoice the Company for Goods for the Price (plus any applicable VAT thereon) at any time following completion of the supply of those Goods in compliance with these Terms and Conditions and any Specification;

• each invoice shall be a valid VAT invoice and shall contain such information and be addressed to such individual as the Company may inform the Supplier from time to time. Invoices shall show the VAT calculations as a separate line

• The Company shall pay each undisputed invoice received in accordance with Clause 3 within thirty (30) days of receipt of such invoice at the latest.

• The Company reserves the right to deduct any monies due to the Supplier from the Company from any monies due to the Company from the supplier

7         Intellectual property

Unless specified otherwise in any Specification, the Supplier hereby grants to the Company, for the life of the use of Goods by the Company, an irrevocable, royalty-free, non-exclusive licence of any Intellectual Property Rights required for the purposes of receiving and using, and to the extent necessary to receive and use, the Goods (to include any associated technical or other documentation and information supplied or made accessible to the Company in any media) in accordance with these Terms and Conditions and any Specification.

8         Cancellation of Binding Orders 

The Company may cancel any Binding Order in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Binding Order. The Customer shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination of that Binding Order but such compensation shall not include loss of anticipated profits or any consequential or indirect

 

9         Packaging, identification and end of use

The Supplier shall comply with all obligations imposed on it by Law relevant to the Goods in relation to packaging, identification, and obligations following end of use by the Company

 

• Unless otherwise specified in any Specification or otherwise agreed with the Company in writing, the Goods shall be securely packed in trade packages of a type normally used by the Supplier for commercial deliveries of the same or similar goods either in retail or in bulk quantities within the United Kingdom.

• All Goods that customarily bear any mark, tab, brand, label, serial numbers or other device indicating place of origin, inspection by any government or other body or standard of quality must be delivered with all the said marks, tabs, brands, labels, serial numbers or other devices intact. Without prejudice to     the generality of the foregoing, the Supplier shall label all Goods supplied to the Company, and the packaging of such Goods, to highlight environmental and safety information as required by applicable Law.

• Unless otherwise set out in any Specification or agreed with the Company in writing, the Supplier shall collect without charge any returnable containers (including pallets) within twenty one (21) days of the date of the relevant delivery. Empty containers not so removed may be returned by the Company at the Supplier’s expense or otherwise disposed of at the Company’s discretion. The Supplier shall credit the Company in full for any containers for which the Company has been charged upon their collection or

14      Prohibited Acts

The Supplier warrants and represents that:

• it has not committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”):

• offered, given or agreed to give any officer or employee of the Company any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any    other agreement with the Company or for  showing  or  not  showing  favour  or  disfavour to any person in relation to this or any other agreement with the Company; or

• in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Company; and

• it has in place adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the Bribery Act

If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this or any other agreement with the Company:

the Company shall be entitled:

• to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination;

• to recover from the Supplier the amount or value of any gift, consideration or commission concerned; and

• to recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010;

• any termination under Clause 14.2.1.1 shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the Company.

15

Confidentiality

In respect of  any  Confidential  Information  it  may  receive  directly  or  indirectly  from  the  other  Party (“Discloser”) and subject always to the remainder of this Clause 15, each Party (“Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information to any third party without the Discloser’s prior written consent provided that the provisions   of this Clause 15 shall not apply to any Confidential Information:

• which is in or enters the public domain other than by breach of this Clause 15 or other act or omissions of the Recipient;

• which is obtained from a third party who is lawfully authorised to disclose such information without any obligation of confidentiality;

• which is authorised for disclosure by the prior written consent of the Discloser;

• which the Recipient can demonstrate was in its possession without any obligation of confidentiality prior to receipt of the Confidential Information from the Discloser; or 

• which the Recipient is required to disclose purely to the extent to comply with the requirements of any relevant stock

• Nothing in this Clause 15 shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable Law, including the Freedom of Information Act 2000 (“FOIA”), Codes of Practice on Access to Government Information, on the Discharge of Public Authorities’ Functions or on the Management of Records (“Codes of Practice”) or the Environmental Information Regulations 2004 (“Environmental Regulations”).

• Provided the Company makes clear the confidential nature of such information and that it must not be further disclosed except in accordance with Law or this Clause 3, the Company may disclose

the Supplier’s Confidential Information to the following third parties:

• any consultant, contractor or other person engaged by the Company receiving such information 

• any relevant party for the purpose of the examination and certification of the Company's accounts; or 

• any relevant party for any examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Company has used its resources.

• The Supplier may only disclose the  Company’s  Confidential  Information,  and  any  other  information provided to the Supplier by the Company in relation to the provision of the  Goods,  to  the Supplier’s Staff or professional advisors who are directly involved in the performance of or advising on the Supplier’s obligations under these Terms and Conditions. The Supplier shall ensure that such Staff are aware of and shall comply with the obligations in this Clause 16 as to confidentiality and that all information, including Confidential  Information,  is  held  securely,  protected  against  unauthorised  use  or  loss  and,  at   the Company’s written discretion, destroyed securely or returned to the  Company  when  it  is  no longer required. The Supplier shall not, and shall ensure that the Staff do not, use any of the  Company’s Confidential Information received otherwise than for the purposes of performing the Supplier’s obligations under these Terms and Conditions.

• For the avoidance of doubt, save as required by Law, the Supplier shall not, without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed), announce that it has been appointed as a Supplier to the Company and/or make any other announcements about these Terms and Clause 15 shall remain in force

• without limit in time in respect of Confidential Information which comprises Personal Data, Sensitive Personal Data or which relates to national security; and for all other Confidential Information for a period of three (3) years after the final delivery of Goods to the Company under these Terms and

16             Data protection

The Parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Contractor is the Processor. The only processing that the Contractor is authorised to do is listed in Schedule A of this document by the Customer and may not be determined by the Contractor.

• The Contractor shall notify the Customer immediately if it considers that any of the Customer's instructions infringe the Data Protection

• The Contractor shall provide all reasonable assistance to the Customer in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at the discretion of the Customer, include:

1. a systematic description of the envisaged processing operations and the purpose of the processing;
2. an assessment of the necessity and proportionality of the processing operations in relation to the Services;
3. an assessment of the risks to the rights and freedoms of Data Subjects; and
4. the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal

• The Contractor shall, in relation to any Personal Data processed in connection with its obligations under this Agreement:

1. process that Personal Data only in accordance with Schedule A of this document, unless the Contractor is required to do otherwise by Law. If it is so required the Contractor shall promptly notify the Customer before processing the Personal Data unless prohibited by Law;
2. ensure that it has in place Protective Measures, which have been reviewed and approved by the Customer as appropriate to protect against a Data Loss Event having taken account of the:
3. nature of the data to be protected;
4. harm that might result from a Data Loss Event;
5. state of technological development; and
6. cost of implementing any measures ensure that:
7. the Contractor Personnel do not process Personal Data except in accordance with this Agreement (and in particular Schedule A);
8. it takes all reasonable steps to ensure the reliability and integrity of any Contractor Personnel who have access to the Personal Data and ensure that they:
9. are aware of and comply with the Contractor’s duties under this clause
10. are subject to appropriate confidentiality undertakings with the Contractor or any Sub-processor
11. are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third Party unless directed in writing to do so by the Customer or

as otherwise permitted by this Agreement; and

• have undergone adequate training in the use, care, protection and handling of Personal Data; and

• not transfer Personal Data outside of the EU unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
• the Customer or the Contractor has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by the Customer;
• the Data Subject has enforceable rights and effective legal remedies;
• the Contractor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best

endeavours to assist the Customer in meeting its obligations); and

• the Contractor complies with any reasonable instructions notified to it in advance by the Customer with respect to the processing of the

Personal Data;

• at the written direction of the Customer, delete or return Personal Data (and any copies of it) to the Customer on termination of the Agreement unless the Contractor is required by Law to retain the Personal

• Subject to clause 16.6, the Contractor shall notify the Customer immediately if it:

• receives a Data Subject Access Request (or purported Data Subject Access Request);
• receives a request to rectify, block or erase any Personal Data;
• receives any other request, complaint or communication relating to either Party's obligations under the Data Protection Legislation;
• receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Agreement;
• receives a request from any third Party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law;

or

• becomes aware of a Data Loss

• The Contractor’s obligation to notify under clause 16.5 shall include the provision of further information to the Customer in phases, as details become

• Taking into account the nature of the processing, the Contractor shall provide the Customer with full assistance in relation to either Party's obligations under Data Protection Legislation and any complaint, communication or request made under clause 16.5 (and insofar as possible within the timescales reasonably required by the Customer) including by promptly providing:

• the Customer with full details and copies of the complaint, communication or request;
• such assistance as is reasonably requested by the Customer to enable the Customer to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation;
• the Customer, at its request, with any Personal Data it holds in relation to a Data Subject;
• assistance as requested by the Customer following any Data Loss Event;
• The Contractor shall maintain complete and accurate records and information to demonstrate its compliance with this clause. This requirement does not apply where the Contractor employs fewer than 250 staff, unless:

• the Customer determines that the processing is not occasional;
• the Customer determines the processing includes special categories of data as referred to in Article 9(1) of the GDPR or Personal Data relating to criminal convictions and offences referred to in Article 10 of the GDPR; and
• the Customer determines that the processing is likely to result in a risk to the rights and freedoms of Data

• The Contractor shall allow for audits of its Data Processing activity by the Customer or the Customer’s designated

• The Contractor shall designate a data protection officer if required by the Data Protection Legislation  

• Before allowing any Sub-processor to process any Personal Data related to this Agreement, the Contractor must:

• notify the Customer in writing of the intended Sub-processor and processing;
• obtain the written consent of the Customer;
• enter into a written agreement with the Sub-processor which give effect to the terms set out in this clause 16 such that they apply to the Sub-processor; and
• provide the Customer with such information regarding the Sub-processor as the Customer may reasonably

• The Contractor shall remain fully liable for all acts or omissions of any Sub-processor.

• The Customer may, at any time on not less than 30 Working Days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to this Agreement).

• The Parties agree to take account of any guidance issued by the Information Commissioner’s Office. The Customer may on not less than 30 Working Days’ notice to the Contractor amend this agreement to ensure that it complies with any guidance issued by the Information Commissioner’s

17             Freedom of Information and Transparency

• The Supplier shall assist and cooperate with the Company to enable it to comply with its disclosure obligations under the FOIA, Codes of Practice and Environmental Regulations. The Supplier agrees: 

• that these Terms and Conditions and any recorded information held by the Supplier on the Company’s behalf for the purposes of any  Binding  Order  are  subject  to  the  obligations  and commitments  of  the  Company  under  the  FOIA,  Codes  of  Practice  and  Environmental Regulations;

• that the decision on whether any exemption to the general obligations of public access to information applies to any request for information received under the  FOIA,  Codes  of Practice and Environmental Regulations is a decision solely for the Company

• that where the Supplier receives a request for information under the FOIA, Codes of Practice and Environmental Regulations and the Supplier itself is subject to the FOIA, Codes of Practice and Environmental Regulations it will liaise with the Company as to the contents of any response before a response to a request is issued and  will  promptly  (and  in  any  event within two (2) Business Days) provide a copy of the request and any response to  the Company

• that where the Supplier receives a request for information under the FOIA, Codes of Practice and Environmental Regulations and the Supplier is not itself subject to the FOIA, Codes of Practice and Environmental Regulations, it will not respond to that request (unless directed to do so by the Company) and will promptly (and in any event within two (2) Business Days) transfer      the request to the Company

• that the Company, acting in accordance with the Codes of Practice issued and revised from time to time under both section 45 of FOIA, and regulation 16 of the Environmental Regulations, may disclose information concerning the Supplier and these Terms and Conditions; and

• to assist the Company in responding to a request for information, by processing information or environmental information (as the same are defined in FOIA and the Environmental Regulations) in accordance with a records management system that complies with all applicable records management recommendations and codes of conduct issued  under  section  46  of  FOIA,  and providing copies of all information requested by the Company within five (5) Business  Days of that request and without

• The Parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, Codes of Practice and Environmental Regulations, the content of these Terms and Conditions is not Confidential 

• Where any information is held by any subcontractor of the Supplier in connection with these Terms and Conditions, the Supplier shall procure that such subcontractor shall comply with the relevant obligations set out in Clause 17, as if such subcontractor were the Supplier

18             Information Security 

Without limitation to any other information governance requirements set out in Clauses 15 to 17 (inclusive), the Supplier shall:

• notify the Company forthwith of any information security breaches or near misses (including without limitation any potential or actual breaches of confidentiality or actual information security breaches) in line with the Compsny’s information governance Policies; and

• fully cooperate with any audits or investigations relating to information security and any privacy impact assessments undertaken by the Company and shall provide full information as may

be reasonably requested by the Company in relation to such audits, investigations and assessments.

19      General

• Each of the Parties is independent of the other and nothing contained in these Terms and Conditions shall be construed to imply that there is any relationship between the Parties of partnership or of principal/agent or of employer/employee nor are the Parties hereby engaging in a joint venture and accordingly neither of the Parties shall have any right to act on behalf of the other nor to bind the other by agreement or otherwise.

• Failure or delay by either Party to exercise an option or right conferred by these Terms and Conditions shall not of itself constitute a waiver of such option or

• The delay or failure by either Party to insist upon the strict performance of any provision, term or condition of these Terms and Conditions or to exercise any right or remedy consequent upon such breach shall not constitute a waiver of any such breach or any subsequent breach of such provision, term or condition

• Any provision of these Terms and Conditions which is held to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of these Terms and Conditions and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other

• The rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by general law, or by any other contract or document. In this Clause 5, right includes any power, privilege, remedy, or proprietary or security interest.

• A person who is not the Company or the Supplier shall have no right to enforce any terms of these Terms and Conditions which confer a benefit on such person. No such person shall be entitled to object to or be required to consent to any amendment to the provisions of these Terms and

• These Terms and Conditions, any variation in writing signed by an authorised representative of each Party and any document referred to (explicitly or by implication) in these Terms and Conditions or any variation to these Terms and Conditions, contain the entire understanding between the Supplier and the Company relating to the supply of the Goods to the exclusion of all previous  agreements,  confirmations and understandings and there are no promises, terms,  conditions  or  obligations  whether oral or  written,  express or implied other than those contained or referred to in these Terms  and Conditions. Nothing in  these Terms and Conditions seeks to exclude either Party's liability for 
• These Terms and Conditions, and any dispute or claim arising out of or in connection with them or their subject matter (including any non-contractual claims), shall be governed by, and construed in accordance with, the laws of England and Wales

• The Parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or their subject

• All written and oral communications and all written material referred to under these Terms and Conditions shall be in 

Terms and Conditions of Purchase: Definitions and Interpretation 

Definitions
In these Terms and Conditions the following words shall have the following meanings unless the context requires otherwise:

Company	means Rollagranola
Binding Order	means  any  order  which  has  been   placed   by   the Company and accepted by the Supplier for the supply of Goods under these Terms and Conditions and shall constitute a binding contract between the Parties in accordance with Clause 1
Business Day	means any day other than Saturday, Sunday, Christmas Day, Good Friday or a statutory bank holiday in England and Wales
Codes of Practice	shall have the meaning given to it in Clause 15
Confidential Information	means information, data and material of any nature, which either Party may receive or obtain in connection with the conclusion and/or operation of these Terms and Conditions including any procurement process which is: (a)  Personal Data or Sensitive Personal Data (b)  designated as confidential by either party or that ought reasonably to be considered as confidential (however it is conveyed or on whatever media it is stored); and/or
Contract Front Sheet	if any, means the contract front sheet attached to these Terms  and  Conditions  which  sets  out  the   ongoing obligations of the Supplier  and  the Company in connection with the long term supply of
Contractor Personnel	Gmoeoadns   all   directors,   officers,   employees,   agents, consultants and contractors of the Contractor and/or of any Sub-Contractor engaged in the performance of its obligations under this Agreement
Controller	takes the meaning given in the GDPR
Data Loss Event	any event that results, or may result, in unauthorised access to Personal Data held by the Contractor under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach
Data Protection Impact Assessment	an assessment by the Controller of the impact of the envisaged processing on the protection of Personal Data
Data Protection Legislation	1.The GDPR, the LED and any applicable national implementing Laws as amended from time to time 2.the DPA 2018 (subject to Royal Assent) to the extent that it relates to processing of personal data and privacy; 3.all applicable Law about the processing or personal data and privacy
Data Protection Officer	takes the meaning given in the GDPR
Data Subject	takes the meaning given in the GDPR
Data Subject Access Request	a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data
Defective Goods	has the meaning given under Clause 5
DPA 2018	Data Protection Act 2018

 

 

 

Environmental Regulations	shall have the meaning given to the term in Clause 15
FOIA	shall have the meaning given to the term in Clause 15
GDPR	the General Data Protection Regulation (Regulation (EU) 2016/679)
Good Industry Practice	means the exercise of that degree of skill, diligence, prudence, risk management, quality management and foresight which would reasonably and ordinarily be expected from a skilled and experienced supplier engaged in the manufacture and/or supply of goods similar to the Goods under the same or similar circumstances as those applicable to this Contract, including in accordance with any codes of practice published by relevant trade associations
Goods	means goods of the type and nature set out in the Contract Front Sheet (if any) Specification (if any) or the Purchase Order  that  the  Supplier  is  required  to supply to the Company pursuant to a Binding
Guidance	Omredaenrs    any    applicable    guidance,    direction    or determination and any policies, advice or industry alerts which apply to the Goods, to the extent that the same are published and publicly available or the existence or contents of them have been notified to the Supplier by the Company
Intellectual Property Rights	means all patents, copyright, design rights, registered designs, trademarks, know-how, database rights, confidential formulae and any other intellectual property rights and the rights to apply for patents and trademarks and registered designs
Law	means: (a)   any applicable statute or proclamation or any delegated or subordinate legislation or regulation; (b)     any   applicable   European   Union   directive, regulation, decision or law; (c)     any enforceable community right within the meaning of section 2(1) European Communities Act 1972; (d)  any applicable judgment of a relevant court of law which is a binding precedent in England and Wales; (e)  requirements set by any regulatory body; and (f)  any applicable code of practice, in each case as applicable in England and Wales
LED	Law Enforcement Directive (Directive (EU) 2016/680)
Normal Working Hours	9am-5pm
Party	means    the    Company    or    the    Supplier    as appropriate and Parties means both the Company
Personal Data	atankdesthteheSumpepalineirng given in the GDPR
Personal Data Breach	takes the meaning given in the GDPR
Policies	means  the  policies,   rules   and   procedures   of the Company as notified to the Supplier from time to
Price	mtimeeans the price exclusive of VAT that is payable to the Supplier   by   the   Company   as   set   out   in the Specification  and/or  Purchase  Order  for  the full and proper performance by the Supplier of its obligations under each Binding Order
Process	has the meaning given to it under the Data Protection

 

 

 

	Legislation and, for the purposes of this Contract, it shall include both manual and automatic processing. Processing and Processed shall be construed accordingly
Processor	takes the meaning given in the GDPR
Product Information	means information concerning the Goods  as  may  be reasonably requested by the Company and supplied by the Supplier to the Company
Protective Measures	appropriate technical and organisational measures which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of 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 measures adopted by it.
Purchase Order	means a the purchase order issued by the Company to the Supplier referring to these Terms and Conditions and specifying  the  Goods  to  be  supplied by the Supplier
Rejected Goods	has the meaning given under Clause 5
Requirement to Recall	has the meaning given under Clause 5
Sensitive Personal Data	means sensitive personal data as defined in the Data Protection Act 1998
Specification	means, taken together, in the following order of priority: (a)         any detail relating to the specification of the Goods set out in the Contract Front Sheet (if any); (b)         any written statements of the Company’s requirements relating to the Goods as provided by the Company to the Supplier; (c)        any written statements of the Supplier provided to the Company confirming how it will meet such requirements; and (d)         the statement of the prices for the Goods, whether or not such Company and Supplier statements are in a single document or separate documents and as amended and/or updated in accordance with these Terms and Conditions
Sub-processor	any third Party appointed to process Personal Data on behalf of the Contractor related to this Agreement
Supplier	means the supplier named on the Purchase Order
Terms and Conditions	means these terms and conditions for the purchase of goods  together  with  any  other  documents   (if   any) which the Company and the Supplier have expressly   agreed   shall   form   a    contract between them  in  connection  with  the  supply  of  the Goods  by  the  Supplier, and shall include, for  the avoidance of doubt, the Contract Front Sheet (if
VAT	maneya)ns  value  added  tax chargeable  under the  Value Added Tax Act 1994 or any similar, replacement or extra tax

 

• References to any statute or order shall include any statutory extension, modification or re- enactment, and any order, regulation, bye-law or other subordinate 
• References to any legal entity shall include any body that takes over responsibility for the functions of such 
• References to a day or to the calculation of time frames are references to a calendar day unless expressly specified as a Business 
• Words denoting the singular shall include the plural and vice
• Where a list of one or more items follows the word “including” or “includes” then such list is not to be interpreted as an exhaustive list. Any such list shall not be treated as excluding any item that might have been included in such list having regard to the context of the contractual term in question. General words are not to be given a restrictive meaning where they are followed by examples intended to be included within the general
• Where there is a conflict between the Supplier’s statements set out in the Specification and any other part of these Terms and Conditions, such other part of these Terms and Conditions shall prevail.