AGREEMENT FOR THE SUPPLY OF GOODS
BituChem Building Products Ltd
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THE CUSTOMER’S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 9.
BituChem: BituChem Building Products Limited (registered in England and Wales with company number 02047278).
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 8.30 am to 4.30 pm on any Business Day.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.4.
Contract: the contract between BituChem and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from BituChem.
Delivery Location: has the meaning given in clause 4.2.
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods, as set out in BituChem’s quotation accepted by the Customer, or enclosed with these Conditions, as the case may be.
Mechanical Default: damage to or failure of a part, component or feature of BituChem’s plant or machinery.
Specification: any specification for the Goods that is agreed by the Customer and BituChem, including but not limited to any British Standard or European Standard for the Goods noted on the Order.
Warranty Period: has the meaning given in clause 5.1.
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written excludes fax but not email.
2. BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when BituChem issues a written acceptance of the Order (such as an order confirmation document), at which point the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by BituChem and any descriptions or illustrations published on BituChem’s website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by BituChem shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
3.1 The Goods are described on BituChem’s website as modified by any applicable
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify BituChem against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by BituChem in connection with any claim made against BituChem for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection
with BituChem’s use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 BituChem reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and BituChem shall notify the Customer in any such event.
4.1 BituChem shall ensure that:
4.1.1 each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the order number, the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered (special storage instructions (if any) will be recorded on the packaging labels of the Goods); and
4.1.2 if BituChem requires the Customer to return any packaging materials to BituChem, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as BituChem shall reasonably request. Returns of packaging materials shall be at BituChem’s expense.
4.2 In the event that:
4.2.1 BituChem is delivering the Goods, BituChem shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after BituChem notifies the Customer that the Goods are ready; or
4.2.2 the Customer is collecting the Goods, the Customer shall collect the Goods from BituChem’s premises at BituChem, Laymore Road, Forest Vale Industrial Estate, Cinderford, Gloucestershire, GL14 2YH or such other location as may be advised by BituChem prior to delivery (Delivery Location) within three Business Days of BituChem notifying the Customer that the Goods are ready.
4.3 Delivery is completed on the completion of:
4.3.1 unloading of the Goods at the Delivery Location if BituChem is delivering the Goods to the Customer or a third party haulier; or
4.3.2 loading of the Goods at the Delivery Location if the Customer or a third party haulier is collecting the Goods from BituChem.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. BituChem shall not be liable for any delay in delivery of the Goods that is caused by:
4.4.1 a Force Majeure Event; or
4.4.2 a Mechanical Default; or
4.4.3 the Customer’s failure to provide BituChem with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods; or
4.4.4 the fault of a third party haulier; or
4.4.5 delivery drivers having to vacate the Delivery Location before having fully unloaded the Goods, to ensure that they keep within their legal driving hours.
4.5 If BituChem fails to deliver the Goods, its liability shall be limited to the lower of £200,000 or the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. BituChem shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide BituChem with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to either take or accept (as applicable) delivery of the Goods within three Business Days of BituChem notifying the Customer that the Goods are ready (to either be delivered to the Customer or collected by the Customer, as applicable), then, except where such failure or delay is caused by a Force Majeure Event or BituChem’s failure to comply with its obligations under the Contract in respect of the Goods:
4.6.1 delivery of the Goods shall be deemed to have been completed at 8.00 am on the third Business Day after the day on which BituChem notified the Customer that the Goods were ready; and
4.6.2 BituChem shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If three Business Days after the day on which BituChem notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted (as applicable) actual delivery of them, BituChem may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 If BituChem delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, BituChem shall make a pro rata adjustment to the invoice for the Goods.
4.9 BituChem may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1 BituChem warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
5.1.1 conform in all material respects with the Specification;
5.1.2 be free from material defects in design, material and workmanship; and 5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing to BituChem during the Warranty Period
within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2 BituChem is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by BituChem) returns such Goods to BituChem’s place of business at BituChem’s cost,
BituChem shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 BituChem shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
5.3.1 the defect arises as a result of a third party’s actions in handling, applying or laying the Goods;
5.3.2 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.3 the defect arises because the Customer failed to follow BituChem’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.3.4 the defect arises as a result of BituChem following any drawing, design or specification supplied by the Customer;
5.3.5 the Customer alters or repairs such Goods without the written consent of BituChem;
5.3.6 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.7 the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, BituChem shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by BituChem.
6. TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery as set out in clause 4.3.
6.2 Title to the Goods shall not pass to the Customer until the earlier of the following events:
6.2.1 BituChem receives payment in full (in cash or cleared funds) for the Goods and any other goods that BituChem has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as BituChem’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 notify BituChem immediately if it becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4; and
6.3.5 give BituChem such information as BituChem may reasonably require from time to time relating to:
(a) the Goods; and
(b) the ongoing financial position of the Customer.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before BituChem receives payment for the Goods.
However, if the Customer resells the Goods before that time:
6.4.1 it does so as principal and not as BituChem’s agent; and
6.4.2 title to the Goods shall pass from BituChem to the Customer immediately before the time at which resale by the Customer occurs.
6.5 At any time before title to the Goods passes to the Customer, BituChem may:
6.5.1 by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
6.5.2 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. PRICE AND PAYMENT
7.1 The price of the Goods shall be the price set out in the Order.
7.2 BituChem may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
7.2.1 any factor beyond BituChem’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
7.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give BituChem adequate or accurate information or instructions.
7.3 BituChem shall be entitled to charge a reasonable additional fee for any agreed deliveries taking place outside of Business Hours. Such fee shall be set out in the Order or as otherwise communicated to the Customer.
7.4 The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to BituChem at the prevailing rate, subject to the receipt of a valid VAT invoice.
7.5 If the Customer proposes to pay for the Goods in cash, then payment for the Goods must be made in advance of delivery to the bank account nominated in writing by BituChem. In any other case, BituChem may invoice the Customer for the Goods on or at any time after completion of the delivery.
7.6 The Customer shall pay each invoice submitted by BituChem:
7.6.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by BituChem and confirmed in writing to the Customer; and
7.6.2 in full and in cleared funds to a bank account nominated in writing by BituChem, and
time for payment shall be of the essence of the Contract.
7.7 If the Customer fails to make a payment due to BituChem under the Contract by the due date, then, without limiting BituChem’s remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. DATA PROTECTION
8.1 The following definitions shall apply in this clause 8:
8.1.1 Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
8.1.2 Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
8.1.3 Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
8.1.4 UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
8.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
8.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and BituChem is the Processor. Schedule 1 sets out the scope, nature and purpose of processing by BituChem, the duration of the processing and the types of Personal Data and categories of Data Subject.
8.4 Without prejudice to the generality of clause 8.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to BituChem and/or lawful collection of the Personal Data by BituChem on behalf of the Customer for the duration and purposes of the Contract.
8.5 Without prejudice to the generality of clause 8.2, BituChem shall, in relation to any Personal Data processed in connection with the performance by BituChem of its obligations under the Contract:
8.5.1 process that Personal Data only on the documented written instructions of the Customer which are set out in Schedule 1 unless BituChem is required by Domestic Law to otherwise process that Personal Data. Where BituChem is relying on Domestic Law as the basis for processing Personal Data, BituChem shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits BituChem from so notifying the Customer;
8.5.2 ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
8.5.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
8.5.4 not transfer any Personal Data outside of the UK unless the following conditions are fulfilled:
(a) the Customer or BituChem has provided appropriate safeguards in relation to the transfer;
(b) the Data Subject has enforceable rights and effective legal remedies;
(c) BituChem complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(d) BituChem complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
8.5.5 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
8.5.6 notify the Customer without undue delay on becoming aware of a Personal Data Breach;
8.5.7 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and
8.5.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 8.
8.6 The Customer acknowledges and agrees that any Personal Data contained in the Specification or Order may be processed by and on behalf of BituChem in connection with the Supply of the Services. In particular, the Customer consents to BituChem appointing the third party haulier engaged by BituChem to deliver the Goods to the Customer (if any) as a third-party processor of Personal Data under this Contract.
9. LIMITATION OF LIABILITY
9.1 BituChem has obtained insurance cover in respect of certain aspects of its own legal liability for claims. The limits and exclusions in this clause reflect the insurance cover BituChem has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
9.2 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
9.3.1 death or personal injury caused by negligence;
9.3.2 fraud or fraudulent misrepresentation;
9.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
9.3.4 defective products under the Consumer Protection Act 1987.
9.4 Subject to clause 9.3, BituChem’s total liability to the Customer shall not exceed the total price paid for the Goods.
9.5 Subject to clause 9.3, the following types of loss are wholly excluded:
9.5.1 loss of profits;
9.5.2 loss of sales or business;
9.5.3 loss of agreements or contracts;
9.5.4 loss of anticipated savings;
9.5.5 loss of use or corruption of software, data or information;
9.5.6 loss of or damage to goodwill; and
9.5.7 indirect or consequential loss.
9.6 This clause 9 shall survive termination of the Contract.
10.1 Without limiting its other rights or remedies, BituChem may terminate this Contract with immediate effect by giving written notice to the Customer if:
10.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
10.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
10.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
10.1.4 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
10.2 Without limiting its other rights or remedies, BituChem may suspend provision of the Goods under the Contract or any other contract between the Customer and BituChem if the Customer becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4, or BituChem reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
10.3 Without limiting its other rights or remedies, BituChem may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
10.4 On termination of the Contract for any reason the Customer shall immediately pay to BituChem all of BituChem’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, BituChem shall submit an invoice, which shall be payable by the Customer immediately on receipt.
10.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
11. FORCE MAJEURE
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.
12.1 Assignment and other dealings.
12.1.1 BituChem may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
12.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of BituChem.
12.2.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.2.
12.2.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.2.3 Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12.3 Entire agreement.
12.3.1 The Contract constitutes the entire agreement between the parties.
12.3.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
12.3.3 Nothing in this clause shall limit or exclude any liability for fraud.
12.4 Variation No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.5.1 Except as set out in clause 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
12.5.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
12.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 12.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.7.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the email address set out in the Order (or an address substituted in writing by the party to be served).
12.7.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
12.7.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.8 Third party rights.
12.8.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.8.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
12.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
12.10 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Processing, Personal Data and Data Subjects
|Identity of the
Controller and the
|The Customer is the Data Controller and BituChem is the Data Processor for the purposes of Data Protection Legislation.|
|Scope of the processing||The processing is necessary to enable BituChem to effectively administer and deliver the Contract and provide Services to the Customer.|
|Duration of the processing||The Personal Data will be processed during the duration of the Contract unless BituChem are required by Domestic Law to store
|Nature and purposes of the processing
|BituChem will request Personal Data from the Customer to set up the administrative functions required to deliver the Services (e.g. invoicing and contacting Customers).
BituChem may transfer Personal Data of the Customer to the third party haulier engaged by BituChem to deliver the Goods to the Customer (if any) so that BituChem can administer the Services and to enable the haulier to contact the Customer directly.
|Type of Personal Data being Processed||In relation to the Customer’s staff: names, contact details (address, email, telephone number) and job roles.|
|Categories of Data Subject||The Customer’s staff (including volunteers, agents and temporary workers of the Customer).|
|Plan for return or destruction of the data once the processing is complete||At the written direction of the Customer, BituChem will delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data.