User Registration Application

1. DEFINITIONS 1.1 For the purpose of any Order to which these terms and conditions apply, the following words and expressions shall mean: "Acceptance Date" the date by which the Deliverables are to be available to undergo Acceptance Testing either as specified on the front of the Order or if not specified within a reasonable period following the supply of Deliverables; "Acceptance Testing" the procedure (whether formal or informal which the Purchaser will use to satisfy itself by means of inspection, acceptance testing or otherwise that Deliverables have been supplied in compliance with the Order; "Delivered" and/or unless otherwise specified on the front or of the "Delivery" Order, if Goods delivery duty paid (as defined in Incoterms 2010) to the location specified the front of the Order and unloaded by the Supplier or its agents and if Services the location at which they are to be performed or presented; "Delivery Date" the date or dates by Deliverables shall be Delivered as specified on the front of the Order; "Deliverables" any Goods and/or Services to be supplied by the Supplier to the Purchaser as specified on the front of the Order; "Goods" any tangible product or other equipment, software or firmware; "Installation Date" the date (if applicable) by which Deliverables shall be installed or if the Deliverables are being commissioned the date by which they shall be commissioned and available for use by the Supplier as specified on the front of the Order; "Order" this order for the supply of Deliverables which expressly incorporates these terms and conditions; "Price" the total price payable by the Purchaser for the Deliverables as specified on the front of the Order with the net price for the Deliverables, charges for delivery, packaging, Services, VAT other sales taxes and any other items separately itemised; "Services" any service whether or not ancillary to the supply of Goods (such as installation or training); "Specification" any specification of the Deliverables which sets out their composition and/or functionality and/or standard of performance as referred to on the front of the Order (which may for the avoidance of doubt include any drawing or other written document prepared or approved by the Purchaser); "Supplier" the person who accepts this Order; and "Tools " dies, cylinders, gauges, ties, films, slims, dandy rolls, moulds, drawings, origination materials, samples owned or supplied by the Purchaser to the Supplier or produced by the Supplier in order to produce the Deliverables (whether or not charged to the Purchaser).
2. ORDERING PROCEDURE Each Order is subject to acceptance by the Supplier who will acknowledge all Orders within 5 days of receipt. An Order is accepted by the Supplier when the Supplier accepts the Order in writing or delivers the Deliverables requested in the Order. Any printed or written terms and conditions on any form or letter of acceptance from the Supplier which conflict with these terms shall be ineffective .
3. PRICE Unless otherwise agreed the Price shall remain fixed for the duration of the Order. No variation in the Price nor extra charges shall be accepted by the Purchaser. The Supplier warrants that the price charged for the Deliverables will be the lowest price charged by the Supplier to other buyers purchasing similar quantities of the relevant Deliverables. Any lower prices offered to other buyers shall supersede and substitute the Price on a "most favoured customer" basis. The Purchaser shall also get the benefit of any price reduction to Deliverables before they are invoiced.
4. INVOICING AND PAYMENT 4.1 Save where different payment terms are specified on the front of the Order the Purchaser shall pay invoices by 37 days following receipt of invoice provided the Supplier has complied with its obligations under the Order. Each invoice shall clearly state the applicable Order number and shall be sent by the Supplier to the Purchaser at the address specified on the front of the Order referencing the applicable advice note number and date. 4.2 The Purchaser shall pay the Supplier interest on all sums outstanding at an annual rate equal to 4% above the base rate of the HSBC Bank current from time to time until payment is made in full (whether before or after judgment). The Purchaser may offset against payment any sum that is or may become due to the Purchaser from the Supplier.
5. DELIVERY 5.1 The Supplier shall deliver the Deliverables on the Delivery Date to the address specified on the front of the Order or if the Supplier is installing and/or commissioning the Deliverables the Supplier shall install and/or commission the Deliverables by or before the Installation Date. Each delivery of the Deliverables shall be accompanied by relevant supporting documentation such as user manuals and an advice note which identifies the items by part number (if any) and description and identifies the applicable Order number. The Purchaser may request the Supplier for any reason to postpone delivery of any Deliverables and the Supplier shall store and/or delay the delivery of such Deliverables at its risk and expense for up to a maximum period of two months from the Delivery Date. 5.2 Unless otherwise stated on the front of the Order, and provided the Purchaser has not stipulated that time of Delivery or the time of installation or commissioning (where applicable) shall be of the essence, the Purchaser reserves the right to claim liquidated damages if the Supplier does not deliver or install the Deliverables by the Delivery Date or the Installation Date as the case may be. The Supplier shall pay to the Purchaser a sum equal to 1% (one percent) of the Price of the relevant item delayed for each week or part thereof of delay up to a maximum of 10% (ten percent) of the Price. The Supplier shall notify the Purchaser immediately if it anticipates any delay in meeting the Delivery Date or Installation Date or Acceptance Date. 5.3 Where requested by the Supplier prior to its acceptance of the Order, the Purchaser will return packing materials and cases to the Supplier or its agent at the Supplier's expense and risk otherwise the Purchaser shall be free to dispose of packing materials and cases as it sees fit. Alternatively the Supplier shall if requested by the Purchaser remove packing materials and cases in which the Deliverables are Delivered. Shipments must be packaged as specified in the Specification or, if not so specified, provide adequate protection for safe carriage.
6. INSPECTION AND ACCEPTANCE Before delivering the Deliverables, the Supplier shall inspect and test them for compliance with the Order and shall provide the Purchaser with such of the Supplier's test sheets and test certificates as the Purchaser may require. The Purchaser or its authorised representative shall be entitled to inspect or test the Deliverables at any time. The Purchaser shall be entitled to reject any Deliverables which during Acceptance Testing do not conform to the terms of the Order.
7. RISK AND TITLE Risk in the Goods shall pass to the Purchaser upon Delivery. Unless otherwise agreed title to the Goods (excluding any software) shall pass to the Purchaser upon receipt by the Supplier of the Price or any instalment thereof from the Purchaser.
8. WARRANTIES 8.1 The Supplier warrants that: (a) it is entitled to supply the Deliverables and to accept the Order; (b) the Deliverables shall comply with the Specification or if there is no specification shall meet the Purchaser's specified and/or reasonable requirements; (c) the Goods shall be free of defects in design, materials and workmanship; (d) the Goods shall be new, of satisfactory quality and fit for the Purchaser's purpose; (e) the Deliverables shall be supplied in compliance with the latest applicable British or ISO standards and regulations and the Purchaser's quality assurance requirements; if the Supplier is accredited to an ISO 9000 or comparable standard by an authorised certification body, the Supplier shall comply with such quality system; (f) it shall use reasonable skill, care and diligence in carrying out the Services; (g) the Goods shall conform strictly to any description specified in the Order and with any sample provided by the Supplier; and
(h) it shall at all times comply with all legislation and regulations relevant to the Deliverables including, but not limited to, health and safety, the environment and consumer protection. 8.2 If the Deliverables are not supplied or performed in accordance with, or the Supplier fails to comply with, any of the terms of the Order the Purchaser shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Deliverables have been accepted by the Purchaser: (a) to rescind the Order; (b) to reject the Deliverables (in whole or in part) and return any or all of them to the Supplier at the risk and cost of the Seller on the basis that a full refund for the Deliverables so returned shall be paid forthwith by the Supplier; (c) at the Purchaser's option to give the Supplier the opportunity at the Supplier's expense either to remedy or re-do any defective Deliverables or to supply replacement Deliverables and carry out any other necessary work to ensure that the terms of the Order are fulfilled; (d) to refuse to accept any further deliveries of the Deliverables and to source alternatives without any liability to the Supplier; (e) to carry out at the Supplier's expense any work necessary to make the Deliverables comply with the Order; and (f) to claim such damages as may have been sustained in consequence of the Supplier's breach of contract.
9. TOOLS 9.1 All Tools are or will on creation become the Purchaser's property and the Purchaser shall retain and acquire all intellectual property rights and title in the Tools which shall be held, serviced and maintained by the Supplier at the Supplier's risk and expense to be suitable for production at all times. The Supplier shall affix notices on the Tools identifying them as the Purchaser's property. 9.2 All Tools are to be adequately insured by the Supplier whilst on its premises in an amount equal to the replacement cost thereof with payments from insurers to be remitted to the Purchaser. All Tools must be Delivered to the Purchaser in good order and condition, fair wear and tear excepted, on request and unless otherwise advised by the Purchaser, on completion of the Order. No Tools shall be copied or used for any purpose other than for completion of the Order.
10. SPARE PARTS AND SUPPORT Unless otherwise agreed the Supplier shall provide spare parts for the Goods at a reasonable price for a period of 7 years (or such other period as may be agreed) from the date of last delivery of such Goods under the Order. If requested by the Purchaser, the Supplier shall provide maintenance support for the Goods on terms and conditions to be agreed between the parties at the relevant time. If the Supplier intends to cease manufacturing the Goods the Supplier shall give the Purchaser at least 6 months' notice of such intention and the opportunity for a last-time buy.
11. INTELLECTUAL PROPERTY RIGHTS INDEMNITY 11.1 The Supplier shall indemnify the Purchaser against all loss which the Purchaser or any of the Purchaser's employees, contractors or customers may incur or for which the Purchaser may be liable by reason of the use or sale by the Purchaser of the Deliverables supplied which infringes the intellectual property rights of any third party. This indemnity shall not apply if any infringement arises solely from the Supplier's use of Tools. 11.2 Without limiting the Supplier's obligations under clause 11.1 if a court judgment is made that the Deliverables infringe the intellectual property rights of any third party or if any interim order is made which prevents the Purchaser from using the Deliverables or if in the Purchaser's reasonable opinion a claim of such infringement is likely to arise, the Supplier shall at its expense but at the Purchaser's option: (a) obtain for the Purchaser and/or its customers the right to continue to use and sell the Deliverables; or (b) replace or modify the Deliverables so that they become non-infringing; or (c) accept the return of any Goods and rejection of any undelivered Deliverables and reimburse the Purchaser with the Price and any out-of-pocket expenses incurred by the Purchaser.
12. CONFIDENTIALITY & PUBLICITY 12.1 The parties recognise that they may each receive trade secrets and confidential or proprietary information of the other party. All such information which is either marked "confidential" or with words of similar effect or stated at the time of disclosure and subsequently confirmed in writing to be confidential together with Tools and documentation constitute "Confidential Information". 12.2 Each party agrees not to divulge Confidential Information received from the other to any of its employees or advisers who do not need to know it, and to prevent its disclosure to or access by any third party without the prior written consent of the other party. Each party agrees not to use Confidential Information except for the fulfilment of the Order. This obligation will survive the expiry or termination of the Order for a period of five (5) years or until such earlier time as the Confidential Information concerned reaches the public domain other than through the receiving party's own default. 12.3 The Supplier may not refer to the Order or the Purchaser or use the Purchaser's name for advertisement, reference or publicity purposes without the Purchaser's prior written consent.
13. SUPPLIER'S OBLIGATIONS 13.1 The Supplier will carry public liability and product liability insurance for at least £5 million and/ or such other insurance cover and limits as the Purchaser may from time to time require with insurers acceptable to the Purchaser for all liabilities that may arise out of the Supplier's performance or non performance of its obligations under the Order. The Supplier will upon request by the Purchaser, from time to time, produce certification from its insurance broker of satisfactory policies of insurance including information on limits, anniversary dates, coverage extensions and exclusions. The Supplier, if the Purchaser so directs, will add the Purchaser as "Additional Insured" under the Supplier's insurance policies. 13.2 The Supplier undertakes not to reward in any way or offer to reward, whether directly or indirectly, any employee (or person connected with such employee) of the Purchaser for the Purchaser placing the Order with the Supplier or otherwise. 13.3 The Supplier will at all times abide by the Purchaser's Code of Business Principles ("CBP") (a copy of which is available at www.delarue.com or on request) and the United Nation's Convention on the Rights of the Child and International Labour Organisation (ILO) Conventions 138 and 182 (or its or their equivalent from time to time). The Supplier warrants that it will not employ illegal child labour, forced or bonded labour or condone illegal child labour. The Supplier acknowledges that a breach of this Clause 13.3 will constitute a material breach of these terms and conditions and will result in an automatic termination of this Order. The Purchaser reserves the right to notify the relevant authorities and/or the ILO. 13.4 The Supplier will at all times: (a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ("Requirements"); (b) not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; (c) have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including, but not limited to, adequate procedures under the Bribery Act 2010, to ensure compliance with the Requirements and the CBP and will enforce them where appropriate; (d) promptly report to the Purchaser any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Agreement; (e) immediately notify the Purchaser (in writing) if a foreign public official becomes an officer or employee of the Supplier and the Supplier warrants that it has no foreign public officials as officers or employees at the date of this Agreement); (f) on the Purchaser's request, certify to the Purchaser in writing signed by an officer of the Supplier, compliance with this clause 13.4 by the Supplier and all persons associated with it. The Supplier shall provide such supporting evidence of compliance as the Purchaser may reasonably request. (g) ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 13.4 ("Terms"). The Supplier shall be responsible for the observance and performance by such persons of the Terms, and shall be directly liable to the Customer for any breach by such persons of any of the Terms. 13.5 The Supplier will comply with: (a) all industry best practice health & safety, environmental protection, quality standards, product security arrangements and business continuity management standards; and any other standards (if any) specified by the Purchaser.
(b) The Supplier agrees at any time upon reasonable request to allow the Purchaser or its representatives to have access to the Supplier's premises or records to recover the Purchaser's property or enable the Purchaser to satisfy itself that the Supplier has complied/is complying with its obligations under this Agreement. (c) The Supplier shall comply with all relevant obligations of any applicable data protection and privacy legislation, including but not limited to compliance with Article 28 and demonstrate compliance of the same as requested by the Purchaser and to comply with Articles 32 to 36 of the General Data Protection Regulation EU 2016/679.`
14. TERMINATION 14.1 The Purchaser reserves the right to terminate the whole or part of the Order at any time upon the Purchaser's written notification to the Supplier: (a) for any reason at the Purchaser's convenience and in such case the extent of the Purchaser's liability shall be: (i) for bespoke Deliverables only, to pay the portion of the Price as the work completed bears to the rest of the work anticipated for the whole Order, or (ii) for standard equipment to pay the cost of the existing finished goods inventory, but no more than required to fulfil the next delivery schedule within the thirty (30) days following the date of termination, plus the existing work-in-progress inventories required to fulfil an additional thirty (30) days of deliveries, except that there shall be no liability for inventories in either category which is a stock item or which is otherwise readily usable or re-saleable. (b) if the Supplier: (i) is in material or continuing breach of any of its obligations under the Order and fails to remedy the breach for a period of thirty (30) days after written notice by the Purchaser requesting remedy or forthwith if the breach is not capable of remedy; (ii) is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt, or enters into liquidation whether compulsory or voluntary (other than for the purposes of an amalgamation or reconstruction) or makes an arrangement with its creditors or the Supplier is placed into administration or has a an administrator, receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or equivalent circumstances occur in any other jurisdiction; or (iii) is acquired by or merged with any third party. 14.2 Termination will not affect any accrued rights or liabilities of either party as at the date of termination. 14.3 If the Purchaser terminates pursuant to Clause 14.1(b), the Purchaser shall have no liability to the Supplier as a result of such termination. Upon termination of the Agreement for whatever reason, the Purchaser may notify the Supplier or its representatives of its wish to acquire all right, title and interest in any materials acquired by the Supplier for the performance of the Order, work-in-progress, and/or finished Deliverables. Such items shall pass immediately to the Purchaser upon making payment therefor.
15. RIGHTS IN DEVELOPMENT This Clause 15 shall apply if any part of the Deliverables are to be designed or developed by the supplier at the Purchaser's request and expense whether separately itemised or included in the Price. The Supplier hereby assigns to the Purchaser, all right and title to any and all new intellectual property rights arising from the development including inventions, trade secrets, results and data and in the case of bespoke software both the object and source code versions (and all supporting documentation) which it may make or assist in making in the course of such development. The Supplier shall do all acts and execute all documents necessary to legally vest in the Purchaser ownership in such intellectual property rights. The Supplier shall procure that every appropriate person employed or engaged by it assign to the Purchaser all inventions and execute all papers and do all acts deemed necessary by the Purchaser, to give full effect to the Purchaser's rights contained in this Clause 15.
16. ASSIGNMENT AND SUB-CONTRACTING The Supplier shall not assign the Order (or any benefits or obligations herein) without the Purchaser's prior written consent. The Purchaser shall be entitled to assign any part of its benefits or obligations under the Order to any De La Rue group company without having to seek the Supplier's prior consent. The Supplier shall not sub-contract any of its obligations under the Order without the Purchaser's prior written consent unless such sub-contracting is in accordance with normal trade practice and does not in any event exceed by value ten per cent (10%) of the Price. The Supplier shall ensure that the provisions of the Order are as a minimum reflected in the Supplier's contractual arrangements with any subcontractors.
17. FORCE MAJEURE Neither party will be liable to the other party for any delay in or failure to perform its obligations as a result of any cause beyond its reasonable control ("Force Majeure") provided the affected party notifies the other party as soon as reasonably practicable .If any Force Majeure continues for at least 90 days, either party will be entitled to terminate the Order by notice in writing to the other party.
18. NOTICES Notices shall be delivered personally, or by prepaid first class mail, or transmitted by email or facsimile (and in the case of transmission by email or facsimile followed within 3 days by a copy thereof being delivered by prepaid first class mail) to a party's last known business address or number. Notices shall be deemed to be given a) upon receipt in the case of personal delivery or b) within three business days of posting in the case of delivery by prepaid first class mail or c) at 10.00 am local time, country of receipt, on the next business day following confirmation on the sending party's machine that the transmission has been successfully received in the case of transmission by email or facsimile, whichever occurs first.
19. WAIVER No forbearance or delay by either party in enforcing its rights will prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
20. NON-DEROGATION OF RIGHTS The terms and conditions herein do not derogate any of the Purchaser's statutory and common law rights and are in addition to those rights and not in substitution for them.
21. ENTIRE AGREEMENT AND VARIATIONS These terms and conditions together with all documents attached or referred to herein constitute the entire agreement between the parties relating to the purchase of the Deliverables. Any variation will not be valid unless it is confirmed in writing by authorised signatories of both parties.
22. NO THIRD PARTY BENEFICIARIES A person who is not a party to the Order shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
23. GOVERNING LAW AND DISPUTE RESOLUTION The Order is governed by and shall be construed in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.
24. DISPUTE RESOLUTION If any dispute arises in connection with this Agreement, the parties shall escalate the matter to their respective levels of management and within 14 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute as follows. The parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. The mediation will take place in London, England and the language of the mediation will be English. Provided that the right to issue proceedings is not prejudiced by delay, if the dispute is not settled by mediation within 28 days of commencement of the mediation or within such further period as the parties may agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA rules as at present in force. In any arbitration commenced pursuant to this clause, the number of arbitrators shall be 1, the seat or legal place of arbitration shall be London, England and the language of the arbitration will be English.

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