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Privacy Policy

Privacy Policy

Cormar Carpet Company  – Data Privacy Notice

The following data privacy notice explains the circumstances in which Cormar Carpet Company  (Greenwood  Coope Ltd) will collect personal data from you, why it is being collected, how we will use it and to whom we might disclose it if necessary.

Data Protection Officer

 

compliance@cormarcarpets.co.uk

Data Protection Officer

Brookhouse Mill,

Holcombe Road,

Greenmount,

Bury

BL8 4HR

Tel: 01204 881234

Email: compliance@cormarcarpets.co.uk

 

The data controller

Cormar Carpet Company  is committed to complying with the UK’s data protection law and the EU General Data Protection Regulation (GDPR) for the protection of personal data, as well as the principles of data security in the configuration of our services. If you have any questions about this privacy notice or how we use your personal data, please contact our Data Protection Officer.

 

What data is being collected and processed?

In order to enter into an agreement with Cormar Carpet Company , we will collect, store and use elements of your personal data. The processing of this personal data is a contractual requirement and is necessary by Cormar Carpet Company  in order to administer your account and to provide the products and services you have requested from us.

When you approach Cormar Carpet Company  to engage in our services, we will ask for your consent to collect and process your personal data. Failure to provide this consent and/or personal data may mean we will be unable to execute the contract and could result in termination of our services.

When engaging Cormar Carpet Company  you will usually need to disclose the following:

  • title
  • first name(s), surname or company name (including representation as the case may be)
  • address (street, street number, postal code, city and country/region)
  • email address

 

We will also monitor, record, store and use email or other electronic communications with you for training purposes so that we can check any instructions given to us and to improve the quality of our customer service.

Website Cookies

When you access our website, temporary data about your visit is stored and processed in a protocol file for a certain period of time via the use of cookies. This information is anonymised and is used by us to better understand the use of our site, including the number of visitors we have, the pages viewed per session and time exposed to particular pages. This in turn helps us to provide you with a better experience, since we can evaluate the level of interest in the content of our website and tailor it accordingly.

The following data is collected and stored by Cormar Carpet Company  until its automated deletion:

  • IP address of the accessing computer/device
  • Date, time and duration of your visit
  • Name and URL of the accessed pages
  • Identification data of the browser and operating system used
  • Website from which the data was accessed
  • Name of your internet access provider

 

We are going to use these cookies to deliver relevant marketing messages via digital media, in a timely fashion.

The nature and content of the information collected via cookies differs, as does the period for which this information is retained. In line with our data protection obligations, we will ensure that this retention period is not excessive, and that the data is only retained for as long as is necessary for the purposes for which it was collected.

If you wish to know more, or if you wish to identify the exact retention periods, please contact compliance@cormarcarpets.co.uk.

 

The data listed above is only analysed for statistical purposes and for improving our internet presence, then it is deleted. We will not attempt to personally identify you from your IP address unless required to as a matter of law or regulation or in order to protect our rights, or other customers’ rights.

Most browsers automatically accept cookies but you can set your browser options so that you will not receive cookies and you can also delete any existing cookies from your browser. Should you wish to opt out of Google Analytic tracking across all websites please visit: http://tools.google.com/dlpage/gaoptout. Please note, you may find that some parts of the site will not function properly if you refuse cookies.

 

Direct Marketing Communications 

If you have chosen to opt-in to our direct marketing communications, we may use your information to tell you about products and services available from us which may be of interest to you. We may also use your information to tell you about products and services from our approved partners.

You have a right to opt-out of our direct marketing communications at any time. You can opt-out by following the unsubscribe instructions at the bottom of the communication or by emailing compliance@cormarcarpets.co.uk

Links to other third party websites

Please note that this data privacy notice only applies to Cormar Carpet Company  and we are not responsible for, and have no control over, information that is submitted to or collected by third parties, such as those where our website may provide links and banner advertisements to third party sites. Since we do not control these websites, you are responsible for reviewing and abiding by the privacy policies of these third party sites to ensure they comply with the applicable data protection regulations.

How long will the data be stored for?

Where possible, Cormar Carpet Company  will take steps to erase any personal data that is no longer necessary for the purposes for which it is collected or otherwise processed, or if you have withdrawn consent for its processing and retention.

As a general rule, if you currently have a contract or intend to enter into a contract with Cormar Carpet Company , we will store the data for a period of six years for compliance with our general legal obligations and for the exercise or defence of any legal claims.

Under the GDPR, you have the right to ‘block’ or request the deletion or removal of personal data to prevent further processing. This right to erasure is also known as ‘the right to be forgotten’. Specific circumstances in which you can request the deletion or removal of personal data includes:

  • Where the personal data is no longer necessary for the purposes for which it is collected or otherwise processed
  • Where you withdraw consent
  • When you object to the processing and there is no overriding legitimate interest for continuing the processing
  • Where the personal data was unlawfully processed (i.e. otherwise in breach of the GDPR)
  • Where the personal data has to be erased in order to comply with a legal obligation
  • In case a deletion is not possible due to legal, statutory or contractual retention periods, or if it requires disproportionate efforts or prejudices your legitimate interests, the data will be blocked instead of deleted.

 

Sharing of data with other data controllers

Here at Cormar Carpet Company  we take your privacy seriously and the information we hold about you is confidential. We will only disclose it outside Cormar Carpet Company  when:

  • you have given us your consent to do so
  • it is necessary for the performance of an agreement of which you will be made aware
  • in order to obtain professional advice (e.g. legal advice)
  • we or others need to investigate or prevent crime (e.g. to fraud prevention agencies)
  • the law permits or requires it
  • regulatory or governmental body requests or requires it, even without your consent
  • there is a duty to the public to reveal the information

Fraud Prevention

If you give us false or inaccurate information and fraud (in any form) is identified, details will be passed to the fraud prevention agencies. We and other organisations may also share, access and use this information to prevent fraud and money laundering, for example when:

  • checking details on applications for credit and credit related or other facilities
  • managing credit and credit related accounts or facilities
  • recovering debt
  • checking details of job applicants and employees

In addition, law enforcement agencies may access and use this information.

Protecting your privacy

In order to protect the personal data collected from you by Cormar Carpet Company  against accidental or deliberate manipulation, loss, destruction or the access of unauthorised persons, technical and organisational security measures are constantly improved as part of our technological development. In addition, our employees, subcontractors and other support staff are obligated to observe confidentiality and data privacy.

Our website is encrypted using a TSL (Transport Layer Security) connection.

 

Wherever possible, we have tried to create a secure and reliable website for our users. However, you recognise that your use of the Internet and our website is entirely at your own risk and we have no responsibility or liability for the security of personal information transmitted via the Internet.

All passwords and usernames allocated to you must be kept secret and must not be disclosed to anyone without our prior written authorisation. You must not use any false identity in email or other network communications and you must not attempt or participate in the unauthorised entry or viewing of another user’s account or into another system.

You must not use the services and/or network systems or any part thereof for fraudulent activities, or to breach another organisation’s security (cross-network hacking). This is an illegal act and prosecution under criminal law may result. You must not use any computers, computer equipment, network resources or any services provided by us for any illegal purpose, or for accessing, receiving or transmitting any material deemed illegal, indecent, offensive or otherwise unacceptable under UK law.

We will monitor network traffic from time to time for the purposes of backup and problem solving and in order to ensure that you are not misusing any of the services provided to you.

Breaches

If at any time we become aware that your data has been compromised, or that a breach of our systems and controls has occurred, which has an impact on the security of your data, we will notify the Information Commissioner’s Office, and you, without undue delay.

Subject Access Requests

You have the right to request access to a copy of the personal information that we hold about you. This is also known as a ‘Subject Access Request’. This information is provided to you free of charge. However, we can refuse to respond when a request is manifestly unfounded, excessive or repetitive.

We will provide this information in a structured, commonly used and machine readable form such as a CSV file. This allows you to move, copy or transfer personal data easily from one IT environment to another in a safe and secure way, without hindrance to usability.

If you would like to submit a Subject Access Request, please contact our Data Protection Officer in writing.

We will respond to your request without delay and at the latest, within one month of receipt of your request.

Rectifying or updating personal data

If you believe the personal data we hold about you is inaccurate or incomplete, you have the right to rectification. Where possible, we will also inform any third parties to whom we have disclosed the personal data in question to so they can rectify their records.

We will typically respond to your request within one month, although this can be extended by two months if your request for rectification is complex.

Withdrawing Consent

You have the right to withdraw your consent for us to collect, process and store your data at any time. If you wish to withdraw your consent, please confirm this in writing to our Data Protection Officer.

 

Right to complain

If you have a complaint about any aspect of data protection or if you feel your privacy has been breached by us, we would like to hear from you. To help us investigate and resolve your concerns as quickly as possible, please contact our Data Protection Officer.

 

If you are unhappy with the final response you have received from Cormar Carpet Company  , you have the right to complain to the supervisory authority, the Information Commissioner’s Office (ICO) within three months of your last meaningful contact with us. You can call the ICO on 0303 123 1113 or by visiting their website: https://ico.org.uk/.

 

Changes to the Privacy Policy

Due to the further development of our website, government regulations or the implementations of new technologies, this policy will be reviewed, and may change, from time to time. Cormar Carpet Company  reserves the right to change this data protection information at any time with effect for the future. The revised policy will be posted to this page so that you are always aware of the information we collect, how we use it and under what circumstances we disclose it. We therefore recommend you read the current data protection information again from time to time.

 

Cormar Carpet Company | Privacy Policy version 1.1 | May 2018

Gender Pay Gap

From April 2017 the government introduced gender pay gap reporting for all companies employing more than 250 employees. It measures the difference between the average earnings of all male and female employees, irrespective of their position in a business.

It differs from the legal requirement under the Equalities Act (2010) of equal pay which requires the equal treatment for men and women in their terms and conditions of employment, including the requirement for men and women to be paid the same for carrying out work of equal value.

Cormar is required by law to publish an annual gender pay gap report. This is its report for the snapshot date of 5th April 2018.  The figures set out have been calculated using the standard methodologies used in the Equality Act 2010 (Gender Pay Gap Information) Regulations 2017.

 

 

 

%

1

Mean Gender pay gap - ordinary pay

 

-13.10%

2

Median Gender pay gap - ordinary pay

 

27.80%

3

Mean Gender pay gap - Bonus pay in the 12 months ending 31 March

 

10.90%

4

Median Gender pay gap - Bonus pay in the 12 months ending 31 March

 

-20.9%

5

Proportion of male and female employees paid a bonus in the 12 months ending 31 March:

 

Male

100.0%

 

 

Female

100.0%

6

Proportion of male and female employees in each quartile:

 

 

 

 

Female %

Male %

 

First quartile

42.2%

57.8%

 

Second quartile

12.7%

87.3%

 

Third quartile

4.8%

95.2%

 

Fourth quartile

17.7%

82.3%

We are confident that we fully comply with our legal obligations and that men and women are paid equally for doing equivalent jobs at Cormar. The gender pay gap which has been disclosed does not signify an equal pay issue but is caused by the structure of our industry which is reflected in our workforce.

Under the law men and women must receive equal pay for;

The same or broadly similar work

Work rated as equivalent under a job evaluation scheme, or

Work of equal value

Manufacturing and the carpet industry, in particular, are traditionally male-dominated and we have a larger number of male workers than female. Both the Chairman and the Deputy Chairman are female, but the majority of senior managers and line managers are male.

Whilst our gender pay gap is better than the average for a UK manufacturing company, we will continue to strive to be a fair and forward-thinking employer. 

How does Cormar’s gender pay gap compare?

The median gender pay gap for the whole economy (according to the October 2018 Office for National Statistics (ONS) Annual Survey of Hours and Earnings (ASHE) figures) is 17.9%, and in the manufacturing sector it is 20.3%.  At 27.80% Cormar’s median gender pay gap is higher than both that for the whole economy and that for our sector.

The mean gender bonus gap for Cormar is relatively low at 10.90% compared to the mean for the manufacturing sector at 15.8%.

Our mean gender bonus gap is primarily due to more men than women in director positions and these positions attracting a higher level of bonus.

However, the median gender bonus gap is -20.93% as female employees receive a higher bonus than their male counterparts.

Bonuses are paid to all employees, but large or small bonus payments can distort the picture and the lower number of female employees generally can be misleading.

Cormar Carpets is committed to equal opportunities and equal treatment of employees.

I, Jonathan Hill, Finance Director, confirm that the information in this statement is accurate.

29th March 2019

Slavery & Human Trafficking Statement

Modern Slavery Statement

Greenwood and Coope Ltd. (t/a Cormar Carpet Co.) is a manufacturer and distributor of carpet, mainly to the UK and Irish retail sectors. The majority of business operations are located in the UK, however the business does operate internationally across supply chain and sales distribution and we maintain relationships with many different organisations.

We are committed to acting ethically and with integrity in all our business dealings. Therefore we are committed to opposing modern slavery in all its forms and we expect the same attitude from all other organisations with which we do business. We will take action if we become aware of any incidents of modern slavery within our sphere of business influence.

The Directors and Senior Management have the responsibility for implementing this policy and will allocate resources as required. We will regularly review, report on and update this policy.

 

Our policies relating to Modern Slavery

As part of our ongoing initiatives to identify and mitigate risk –

  • Where possible, we build long standing relationships with suppliers and make clear our expectations of business behaviour.
  • We regularly visit and audit our supplier premises.
  • With regards to national or international supply chains, we look to these entities to have suitable anti-slavery and human trafficking policies and processes. We expect each entity to at least, confirm that they are aware of our anti-slavery and human trafficking statement and to confirm to us that they will adhere to that Standard.
  • We will act against suppliers that fail to improve their performance in line with our requirements, including termination of the relationship.
  • We regularly review this document with, and provide awareness training for, managers and for those staff who manage relationships with our suppliers.
  • We have in place systems to encourage the reporting of concerns and the protection of whistle blowers.

 

Tim Eagles

Chief Executive

 

March 2019

Partnerships

   

The Carpet Foundation is an organisation set up to promote British carpet manufacturers and independent carpet shops throughout the UK. All members have signed up to a Code of Practice which is approved by Trading Standards. Cormar are founder members of The Carpet Foundation.

 

CRUK was set up in 2008, with the intention of diverting over 709,000 tonnes of carpet waste created every year (the equivalent to 43,846 football pitches) - from landfill to recycling or energy recovery. Cormar are founder members and key supporters of CRUK initiatives.

 

   

The NICF, National Institute of Carpet and Floor layers (formerly the National Institute of Carpet Fitters), was formed in 1979. The aim of the NICF is to promote excellence within the field of carpet fitting, understanding and awareness of the British Standards Code of Practice for the installation of textile floor coverings, and to provide assurance of quality of workmanship to the public. Cormar are key sponsors to the NICF and supply carpet for their annual National Carpet Fitter Of The Year Awards.

 

Terms and Conditions of Purchase

1 Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Commencement Date: has the meaning given in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 16.8.

Contract: the contract between the Customer and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: Greenwood & Coope Limited t/a Cormar Carpet Company registered in England and Wales with company number 00200956.

Customer Materials: has the meaning set out in clause 3.10.

Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

Goods: the goods (or any part of them) set out in the Order.

Goods Specification: 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: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, 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.

Mandatory Policies: the Customer’s business policies and codes listed in the Schedule.

Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form, or in the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be.

Services: the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Service Specification.

Service Specification: the description or specification for Services agreed in writing by the Customer and the Supplier.

Supplier: the person or firm from whom the Customer purchases the Goods and/or Services.

1.2 Interpretation:

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 a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.5 A reference to writing or written includes fax and email.

2 Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Conditions.

2.2 The Order shall be deemed to be accepted on the earlier of:

2.2.1 the Supplier issuing written acceptance of the Order; or

2.2.2 any act by the Supplier consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

3 Supply of Goods

3.1 The Supplier shall ensure that the Goods shall:

3.1.1 correspond with their description and any applicable Goods Specification;

3.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the Customer relies on the Supplier’s skill and judgement;

3.1.3 where they are manufactured products, be free from defects in design, materials and workmanship and remain so for the greater of: (i) 24 months after delivery; and (ii) the period of time equivalent to any warranty period provided by the manufacturer of the Goods; and

3.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

3.3 The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

3.4 If following such inspection or testing the Customer considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.5 The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4 Delivery of Goods

4.1 The Supplier shall ensure that:

4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered;

4.1.3 it states clearly on the delivery note any requirement for the Customer to return any packaging material for the Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier; and

4.1.4 it observes all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises whilst delivering the Goods to such location.

4.2 The Supplier shall deliver the Goods:

4.2.1 on the date specified in the Order or, if no such date is specified, then within 14 days of the date of the Order. The Customer may require changes to the delivery dates due to changes in its forecasting and in such cases new delivery dates will be notified to the Supplier and the relevant Order shall be re-issued with the amended delivery date;

4.2.2 to the Customer’s premises at Brookhouse Mill, Greenmount, Bury, BL8 4HR or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and

4.2.3 during the Customer’s normal hours of business on a Business Day, or as instructed by the Customer.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4 If the Supplier:

4.4.1 delivers less than 95% of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods; or

4.4.2 delivers more than 105% of the quantity of Goods ordered, the Customer may at its sole discretion reject the Goods or the excess Goods,

and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

4.5 The Supplier shall not deliver the Goods in instalments without the Customer’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1.

4.6 Title and risk in the Goods shall pass to the Customer on completion of delivery.

5 Supply of Services

5.1 The Supplier shall from the Commencement Date and for the duration of the Contract supply the Services to the Customer in accordance with the terms of the Contract.

5.2 The Supplier shall meet any performance dates for the Services specified in the Order or that the Customer notifies to the Supplier and time is of the essence in relation to any of those performance dates.

5.3 In providing the Services, the Supplier shall:

5.3.1 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;

5.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;

5.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract;

5.3.4 ensure that the Services will conform with all descriptions, standards and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly makes known to the Supplier;

5.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;

5.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;

5.3.7 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

5.3.8 comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to the provision of the Services, and with the Mandatory Policies;

5.3.9 observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer’s premises;

5.3.10 hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier (Customer Materials) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisation;

5.3.11 not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services; and

5.3.12 comply with any additional obligations as set out in the Service Specification.

6 Customer remedies

6.1 If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, or both, the Customer shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:

6.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;

6.1.2 to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;

6.1.3 to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or services from a third party;

6.1.4 to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and

6.1.5 to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s failure to meet such dates.

6.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or remedies available to it, the Customer shall have one or more of the following rights, whether or not it has accepted the Goods:

6.2.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;

6.2.2 to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;

6.2.3 to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

6.2.4 to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

6.2.5 to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute goods from a third party; and

6.2.6 to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier’s failure to supply Goods in accordance with clause 3.1.

6.3 If the Supplier has supplied Services that do not comply with the requirements of clause 3.4 then, without limiting or affecting other rights or remedies available to it, the Customer shall have one or more of the following rights:

6.3.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;

6.3.2 to return the Deliverables to the Supplier at the Supplier’s own risk and expense;

6.3.3 to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);

6.3.4 to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;

6.3.5 to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute services or deliverables from a third party; and

6.3.6 to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier’s failure to comply with clause 3.4.

6.4 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier.

6.5 The Customer’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

7 Customer’s obligations

7.1 The Customer shall:

7.1.1 provide the Supplier with reasonable access at reasonable times to the Customer’s premises for the purpose of providing the Services; and

7.1.2 provide such necessary information for the provision of the Services as the Supplier may reasonably request.

8 Charges and payment

8.1 The price for the Goods:

8.1.1 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 at the Commencement Date; and

8.1.2 shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer.

8.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

8.3 In respect of the Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the Customer on completion of the Services. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant purchase order number.

8.4 In consideration of the supply of Goods and/or Services by the Supplier, the Customer shall (unless otherwise agreed by the parties in writing) pay the invoiced amounts within 60 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.

8.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, 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 and/or Services at the same time as payment is due for the supply of the Goods and/or Services.

8.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request.

8.7 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Customer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

9 Intellectual property rights

9.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Customer Materials) shall be owned by the Supplier.

9.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding Customer Materials) for the purpose of receiving and using the Services and the Deliverables.

9.3 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

9.4 All Customer Materials are the exclusive property of the Customer.

10 Indemnity

10.1 The Supplier shall indemnify the Customer 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 costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with:

10.1.1 any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding the Customer Materials);

10.1.2 any claim made against the Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; and

10.1.3 any claim made against the Customer by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services.

10.2 This clause 10 shall survive termination of the Contract.

11 Insurance

During the term of the Contract and for a period of 6 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

12 Confidentiality

12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2.

12.2 Each party may disclose the other party’s confidential information:

12.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information must comply with this clause 12; and

12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

13 Termination

13.1 Without affecting any other right or remedy available to it, the Customer may terminate the Contract:

13.1.1 with immediate effect by giving written notice to the Supplier if:

13.1.1.1 there is a change of control of the Supplier; or

13.1.1.2 the Supplier’s financial position deteriorates to such an extent that in the Customer’s opinion the Supplier’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

13.1.1.3 the Supplier commits a breach of clause 3.8,

13.1.2 for convenience by giving the Supplier no less than 3 months’ written notice.

13.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

13.2.1 the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

13.2.2 the other party 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), 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; or

13.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

14 Consequences of termination

14.1 On termination of the Contract, the Supplier shall immediately deliver to the Customer all Deliverables whether or not then complete, and return all Customer Materials. If the Supplier fails to do so, then the Customer may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

14.2 Termination or expiry of the Contract shall not affect the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

15 Force majeure

Neither party shall be in breach of the Contract nor be liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

16 General

16.1 Assignment and other dealings.

16.1.1 The Customer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Contract.

16.1.2 The Supplier shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Customer.

16.2 Notices

16.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be 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 sent by fax to its main fax number or sent by email to the address specified in the Contract or Order or such other address as may be notified from time to time.

16.2.2 A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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; if sent by fax or email, at the time of successful transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 2.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

16.2.3 This clause 16.2 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

16.3 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 16.3 shall not affect the validity and enforceability of the rest of the Contract.

16.4 Waiver

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

16.5 No partnership or agency.

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

16.6 Entire agreement.

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.7 Third party rights.

16.7.1 Unless it expressly states otherwise, 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.

16.7.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

16.8 Variation

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

16.9 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.

16.10 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.

Schedule

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