Terms & Conditions
Updated May 2024.
The customer's attention is drawn in particular to the provisions of clause 13.
1. INTERPRETATION
1.1 Definitions. In these Conditions, the following definitions apply:
"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Carrier Address” means the address nominated by the Customer, for the collection of the Goods by a third party carrier or taxi service.
"Conditions" means the terms and conditions set out in this document as amended from time to time in accordance with clause 20.6.
“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a Disclosing Party or its Representatives (as defined below) to the Receiving Party and their Representatives whether before or after the date of this agreement in connection with the Contract, including but not limited to: all technical or commercial know how, specifications, inventions, processes or initiatives.
"Contract" means together, the Order, these terms and the Specification.
"Customer" means the person or firm who purchases the Goods from the Supplier.
“Delivery Location" has the meaning given in clause 4.3.
“Disclosing Party” a party to this agreement when it discloses its Confidential Information, directly or indirectly, to the other party.
“Due Date” has the meaning given in clause 9.8 .
"Force Majeure Event" has the meaning given in clause 14.
"Goods" means the goods (or any part of them) set out in the Order.
"Goods Specification" means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
“Intellectual Property Rights” means all of the patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world and all other intellectual property rights used or embodied in or in connection with the Goods or the Services.
"Order" means the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or any other form of order placed by the Customer, as the case may be.
"Receiving Party” a party to this agreement when it receives Confidential Information, directly or indirectly, from the other party.
“Representatives” means, in relation to a party, its employees, officers, representatives, contractors, subcontractors and advisers.
“Sanctions" any laws or regulations relating to economic or financial, trade, immigration, aircraft, shipping or other sanctions, export controls, trade embargoes or restrictive measures from time to time imposed, administered or enforced by a Sanctions Authority.
"Sanctions Authority" the United Kingdom (UK), the United Nations (UN), United States (US) and European Union (EU) or any other governmental authority with jurisdiction over a party, and in each case their respective governmental, judicial or regulatory institutions, agencies, departments and authorities, including (without limitation) Her Majesty's Treasury and the UK's Office of Financial Sanctions Implementation and Department of International Trade.
"Sanctions List" any of the lists issued or maintained by a Sanctions Authority, designating or identifying persons that are subject to Sanctions, in each case as amended, supplemented or substituted from time to time, including (without limitation) the UK Sanctions List, Consolidated List of Financial Sanctions Targets in the UK.
"Sanctions Proceedings" any actual or threatened:
(a) litigation, arbitration, settlement or other proceedings (including alternative dispute resolution, criminal and administrative proceedings); or
(b) investigation, inquiry, enforcement action (including the imposition of fines or penalties) by any governmental, administrative, regulatory or similar body or authority,
in each case relating to, or in connection with, any actual or alleged contravention of Sanctions.
"Sanctions Target" a person that is:
(a) listed on a Sanctions List;
(b) Owned or Controlled by a person listed on a Sanctions List;
(c) resident, domiciled or located in, or incorporated or organised under the laws of, a country or territory that is subject to any Sanctions; or
(d) otherwise identified by a Sanctions Authority as being subject to Sanctions.
“Services” any services agreed to be supplied by the Supplier to the Customer as set out in a Specification.
"Services Specification" means any specification for the Services, that is agreed in writing by the Customer and the Supplier.
“Specification” means the Services Specification and/or the Goods Specification, as applicable to the Order.
"Supplier" means Routeco Limited (registered in England and Wales with company number 01268846).
“Warranty Period” has the meaning given in Clause 5.1.
“Website” means www.routeco.com
“WEE Regulations” means the Waste Electrical and Electronic Equipment Regulations 2023 as amended form time to time.
“VAT” means value added tax chargeable in the UK.
1.2 Construction. In these Conditions, the following rules apply:
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a party includes its personal representatives, successors or permitted assigns.
1.5 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.6 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.7 A reference to writing or written includes faxes and e-mails.
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 trade, custom, practice or course of dealing.
2.2 These Conditions are intended for use by business Customers and not by private individuals.
2.3 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 submitted by the Customer are complete and accurate.
2.4 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.
2.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.6 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures or on the Website are produced for the sole purpose of giving an approximate idea of the Goods or Services described in them. They shall not form part of the Contract or have any contractual force.
2.7 Any Specification provided to or by the Customer shall be legally binding and shall form part of the Contract.
2.8 A quotation for the Goods or Services given by the Supplier shall not constitute an offer. A quotation shall be valid for a period of 30 Business Days from its date of issue.
2.9 The Supplier reserves the right to decline to deal with any Customer for any reason in its absolute discretion.
3. GOODS
3.1 The Goods are described in the Supplier's catalogue or the Website as modified by any applicable Specification.
3.2 Where the Customer has provided the Supplier with a Specification, the Customer shall indemnify the Supplier 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 professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to:
3.3.1 amend the Goods Specification if required by any applicable statutory or regulatory requirements; and
3.3.2 discontinue stocking any Goods at any time.
4. DELIVERY
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any).
4.2 All packaging is non-returnable unless otherwise stated.
4.3 The Supplier shall deliver the Goods to the location set out in the Order, the Carrier Address or such other location as the parties may agree ("Delivery Location") at any time after the Supplier notifies the Customer that the Goods are ready.
4.4 Delivery of the Goods shall be completed on the Goods arrival at the Delivery Location. The Customer and/ or the Customer’s Representative, undertakes responsibility for unloading the Goods at the Delivery Location.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Supplier fails to deliver the Goods the Customer shall notify the Supplier within 3 Business Days of receipt of the despatch note or invoice whichever is the earlier and if Goods are damaged in transit the Customer shall notify the Supplier within 7 Business Days of delivery.
4.7 If the Supplier fails to deliver the Goods, and the Customer has notified the Supplier in conjunction with the terms of Clause 4.6, the Customer may request a replacement of the Goods, or a refund to be offered for the full price of the Goods. Where the Goods received by the Customer have been damaged in transit, subject to clause 4.6, the Customer may request from the supplier that the Goods be repaired or replaced, within a reasonable time period from the Customer’s notification that the Goods were damaged. Clause 4.7 shall not be applicable to Goods that are marked non-cancellable and non-returnable on both quotes and order acknowledgements.
4.8 Subject to Clause 4.7 and where the Supplier is reasonably unable to offer the Customer a repair, replacement or refund for the Goods, the Supplier’s liability under this clause 4 shall be limited to 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. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.9 If the Customer fails to accept delivery of the Goods within 3 Business Days of the Supplier notifying the Customer that the Goods are ready for delivery, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
4.9.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
4.9.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.10 If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may, in its sole discretion:
(a) resell or otherwise dispose of part or all of the Goods, without the need to first provide the Customer with notice of the disposal; or
(b) store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses, including insurance.
4.11 The Supplier 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. QUALITY
5.1 The Supplier 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 their description and any applicable 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); and
5.2 Subject to clause 5.3, if:
5.2.1 the Customer gives notice in writing to the Supplier during the warranty period and within 7 Business Days of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business, in accordance with clause 5.4,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1, , in any of the following events:
5.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow the Supplier'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;
5.3.3 the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
5.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.6 the Goods differ from their description or Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 If the Supplier requests that the Customer returns the Goods in accordance with clause 5.2.3, the Customer shall bear the cost of the return unless, following an examination by the Supplier, the Goods are deemed not to conform to the warranty contained in clause 5.1.
5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.6 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.
5.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6. RETURNS
6.1 Goods shall not be returned without the Supplier’s prior written agreement. Before returning any Goods to the Supplier, the Customer shall contact the Supplier to request a returns authorisation number which shall be quoted on all paperwork relating to the Goods being returned.
6.2 Subject to Clause 5.2 and 5.3, the Customer shall bear the cost of returning any Goods and shall follow any specific instructions as to the return given by the Supplier at any time.
6.3 If the Goods are returned and there is no breach of warranty as set out in clause 5.1 then the Supplier shall be entitled to charge a restocking fee of a minimum of 25% of the invoice value of the Goods so returned. This can increase depending on the manufacturers stock status of the products.
7. TITLE AND RISK
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
7.2.1 the Goods; and
7.2.2 any other goods or services that the Supplier has supplied to the Customer in respect of which payment has become due.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 hold the Goods on a fiduciary basis as the Supplier's bailee;
7.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
7.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.5 notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.2; and
7.3.6 give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.
7.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods 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.
8. SERVICES
8.1 The Supplier shall provide the Services to the Customer in accordance with the Specification in all material respects.
8.2 Time for the performance of the Services shall not be of the essence and any performance date given by the Supplier shall be an estimate only.
8.3 The Supplier warrants that the Services will be provided with reasonable skill and care.
8.4 The Supplier reserves the right to amend the Services Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
9. PRICE AND PAYMENT
9.1 The price of the Goods and Services shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
9.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods or Services to reflect any increase in the cost of the Goods or Services that is due to:
9.2.1 any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
9.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods or Services ordered, or the Specification; or
9.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
9.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
9.4 The price of the Goods and Services is exclusive of amounts in respect of value added tax ("VAT"). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods or Services.
9.5 The Supplier may invoice the Customer for the Goods or Services on or at any time after the completion of delivery or performance (as the case may be).
9.6 Credit terms are available at the Supplier’s absolute discretion subject to the Supplier obtaining satisfactory credit references.
9.7 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier,
And time for payment shall be of the essence of the Contract.
9.8 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment ("due date"), then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9.10 If the Supplier has not granted credit to the Customer, payment shall be made in cash with order.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
11. CONFIDENTIALITY
11.1 A Receiving Party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the Disclosing Party except as permitted by Clause 11.2.
11.2 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 Receiving Party’s rights or carrying out its obligations under or in connection with the Contract. The Receiving Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the Disclosing Party's Confidential Information comply with this Clause 11; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.3 No party shall use any 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.
11.4 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this agreement.
12. TERMINATION
12.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 3 months' written notice.
12.2 Without limiting its other rights or remedies, the Supplier may cancel or suspend all future deliveries and terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) 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 10 business days of that party being notified in writing to do so;
(b) 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;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) 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.
12.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods or Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Clause 12.2(b) to Clause 12.2(d), or the Supplier 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.
12.4 Without limiting its other rights or remedies, the Supplier 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.
12.5 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
12.6 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.
12.7 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.
12.8 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 (as defined below in clause 14). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract by giving 14 days' written notice to the affected party.
13. LIMITATION OF LIABILITY
13.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
13.1.2 fraud or fraudulent misrepresentation;
13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
13.1.4 breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982;
13.1.5 defective products under the Consumer Protection Act 1987; or
13.1.6 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
13.2 Subject to clause 13.1:
13.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales, loss of business, or any indirect or consequential loss arising under or in connection with the Contract; and
13.2.2 the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 125% of the Order value total.
13.3 The limit set out in clause 13.2.2 is based on the Supplier’s insurance cover and ability to compensate. The limit may be increased if requested by the Customer but shall be subject to the Supplier securing suitable insurance cover and the Supplier reserves the right to increase the Contract price to reflect any increased insurance premium.
13.4 This clause 13 shall survive termination of the Contract.
14. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (where these involve a third party's workforce), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions.
15. DISPOSAL OF ELECTRICAL AND ELECTRONIC EQUIPMENT
The WEEE regulations ensure that the amount of waste on certain electrical and electronic equipment is reduced, separated from household waste, collected separately and ultimately disposed of in a sound environmental manner (recycled and recovered). The Customer agrees that the collection, recovery/treatment and disposal of non household Electrical or Electronic Equipment purchased from the Supplier is the Customer’s responsibility.
16. DATA PROTECTION
16.1 The Supplier is the exclusive UK distributor of products for Rockwell Automation Inc, a US corporation (“Rockwell”). If the Customer orders software products from the Supplier, the Supplier will collect certain data from the Customer in order to pre-register that software with Rockwell before delivery to the Customer. To the extent that any such data comprises personal data as defined by the Data Protection Act 2018, the Supplier will process such data in accordance with its privacy policy accessible on https://www.routeco.com/en-gb/footer-links/routeco-privacy-statement.pdf (the “Privacy Policy").
16.2 The Supplier may also share data about the Customer or its employees with the Supplier’s business partners both within and outside of the United Kingdom for the purpose of performing the Supplier’s obligations under any Contract as described in more detail in the Privacy Policy.
16.3 The Customer hereby consents to the processing described in this clause 16 and in the Privacy Policy.
17. EXPORT
17.1 The Customer is responsible for obtaining, as its own cost, such import licences and other consents in relation to the Goods as are required from time to time.
17.2 Goods supplied pursuant to any Contract are subject to United Kingdom export control and may also be subject to export and/or import restrictions in other countries. The Customer shall not seek or export the Goods to buyers in any countries to which the export of the Goods is controlled under English or any other applicable law unless the Customer has obtained all relevant licences and has complied with all such applicable laws and regulations.
18. CUSTOMER OBLIGATIONS
18.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Specification, are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Goods and Services, and ensure that such information is complete and accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(f) keep all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and
(g) comply with any additional obligations as set out in the Specification.
18.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Goods or Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this Clause 18.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
19. SANCTIONS
19.1 The Customer warrants that at the date of the Contract it is not:
19.1.1 a Sanctions Target and has not been a Sanctions Target and nothing has occurred that could reasonably be expected to result in it becoming a Sanctions Target;
19.1.2 contravening and has not contravened any Sanctions at any time; and
19.1.3 has not in any way been involved in any Sanctions Proceedings (other than for the sole purpose of providing information or evidence in respect of such proceedings) at any time and to the best of its knowledge and belief, having made reasonable enquiries, there are no circumstances likely to give rise to any such Sanctions Proceedings.
19.2 At all times during the term of the Contract, the Customer shall:
19.2.1 not contravene any Sanctions;
19.2.2 not do, or omit to do, any act that will cause or lead the Supplier to contravene any Sanctions; and
19.2.3 implement adequate policies and procedures to ensure compliance with Sanctions; and
19.2.4 within 3 months of the date of this agreement, and annually thereafter, certify to the Supplier, in writing and signed by one of its officers, its compliance with clauses 19.2.1 to 19.2.3 and provide such supporting evidence of compliance as the Supplier reasonably requests.
19.3 The Customer shall as soon as reasonably practicable notify the Supplier in writing if:
19.3.1 at any time during the term of the Contract, there is any fact or circumstance that would give rise to a breach of warranties given in clause 19.1 if the warranties were repeated; or
19.3.2 it becomes aware of any breach or suspected breach of this clause 19;
and it shall provide such information about such fact or circumstance or about the breach as the Supplier requires to comply with its obligations to any Sanctions Authority or otherwise reasonably requests.
19.4 If at any time during the term of the Contract the Customer becomes a Sanctions Target, is involved in Sanctions Proceedings (other than for the sole purpose of providing information or evidence in respect of such proceedings) or contravenes Sanctions, the Supplier may in its absolute discretion and without affecting any other right or remedy available to it:
19.4.1 treat such event as a force majeure event for the purposes of clause 14 (Force Majeure); or
19.4.2 terminate the Contract with immediate effect by written notice to the other party, including at any time during or following a suspension of the parties' obligations under clause 14 (Force Majure).
19.5 If there is any conflict between this clause 19 and clause 14 (Force Majure), this clause 19 shall take precedence.
19.6 Without affecting any other right or remedy available to the Supplier, any breach of this clause 19 by the Customer shall constitute a material breach of this Agreement, which is irremediable under clause 12 (Termination).
20. GENERAL
20.1 Assignment and subcontracting.
20.1.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
20.1.2 The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
20.2 Notices.
20.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.
20.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 20.2.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
20.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
20.3 Severance.
20.3.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
20.3.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
20.3.3 If any provision or part provision of the Contract is deemed deleted under this Clause 20.3.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
20.4 Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
20.5 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
20.6 Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Customer and the Supplier.
20.7 No agency or partnership
20.7.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.