Terms and Conditions
of Purchase

1. Definitions

In these terms and conditions of purchase the following words shall have the following meanings:

“Acceptance” means acceptance of the Deliverable by Vohkus or the Deliverable Recipient in accordance with the ATP or other agreed acceptance criteria;

“Agreement” means these terms and conditions of purchase, the applicable Purchase Order and/or Statement of Work;

“Applicable Laws” means all laws, legislation, regulation, codes of practice, or requirements of any relevant government or governmental agency, applicable to Vohkus or the Deliverable Recipient and in the country in which the delivery address is located;

“ATP” means the process of measurement, examination, and other activities required to verify that a Deliverable supplied by the Supplier has been supplied in accordance with the Purchase Order including all applicable specifications;

“Background Materials” includes materials, hardware, software, work, devices, documents (including Specifications) information, methods, concepts, approaches, tools, generic industry information and/or item provided by either Party or the Deliverable Recipient and which is generated independently;

(a)       of any Development Work; or

(b)       of the Supplier providing Services

either prior to or after the commencement date of the Development Work or the provision of such Services;

“Change of Control” means as defined in section 416 of the Income and Corporation Taxes Act 1988;

“Commodity Code” means the code for the Deliverable under the Integrated Tariff of European Communities or local equivalent.

“Confidential Information” means, all information, disclosed by the Disclosing Party, or its employees, officers, advisers, agents or representatives (“Representatives”), pursuant to this Agreement, including but not limited to, financial, business or technical or other data and all other confidential information (whether written, oral, visual or in electronic form or in magnetic or other media):

(a)       concerning the business and affairs of a Party including their respective sub-contractors, suppliers, customers, clients or other contacts (as applicable) that the other Party obtains, receives, or which it has access as a result of any discussions or dealings or which is learned by a Party through observations made during visits to any premises of the other Party; or

(b)       which arises out of the performance of any Services.

“Data Subject” shall have the meaning ascribed to it in the Data Protection Legislation;

“Deliverables” means Goods, Services and/or Software as applicable;

“Deliverable Recipient” means the end user customer of Vohkus;

“D.D.P.” means Delivery Duty Paid in accordance with the Incoterms 2020;

“Development Work” means any development or customisation Services provided by the Supplier under the applicable Purchase Order;

“Disclosing Party” means a party to this Agreement, that discloses or makes available Confidential Information directly or indirectly, under or in connection with this Agreement;

“Documentation” means documentation, if any, required for the use of the Deliverables;

“Goods” means the tangible equipment (including firmware) and associated Documentation as set out in Vohkus’ Purchase Order;

“Good Industry Practice” means the exercise of reasonable skill, care, prudence, efficiency, foresight and timeliness which would reasonably be expected from a person properly skilled and experienced in providing products and/or services similar to the Services;

“Key Milestone” means where applicable, delivery date, ready for acceptance date, or any other important milestone identified within the applicable Statement of Work;

“Manufacturer” means the manufacturer of Goods (including the Supplier or any third party, as applicable);

 “Intellectual Property Rights” (“IPR”) means (a) patents, designs and trade marks (whether registered or unregistered), copyright, database rights, topography rights and know how; (b) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; and (c) applications, extensions and renewals in relation to any such rights;

“Personal Data” has the meaning as defined under the Data Protection Legislation;

"Purchase Order" means an order in respect of the Goods and/or Services issued by Vohkus to the Supplier which shall include requirements for the Goods and/or Services together with all documents referred to in it;

“Receiving Party” means a Party that receives or obtains Confidential Information, directly or indirectly, under or in connection with this Agreement;

"Services" includes, but is not limited to, installation, maintenance, technical support, acceptance testing, and warranty provided by the Supplier pursuant to the Purchase Order or Statement of Work;

 “Software” means any computer program (including any upgrade or new release) that has been developed and/or licenced by the Supplier and any associated Documentation; 

“Statement of Work” the various Statements of Work agreed in writing by the Parties from time to time setting out the Services, Deliverables, timelines and charges for each work project to be undertaken by the Supplier in accordance with the terms of this Agreement;

"Supplier” means the company, firm, body or person to whom a Purchase Order is addressed;

“System” means a combination of Goods and Services which are integrated and operate together or are required to complete the objectives specified in the Specifications, a project plan or Statement of Work and which are subject to Acceptance as a ‘system’ according to a Purchase Order;

“Virus” means any computer virus, spyware, disabling program (including worms and Trojan horses) or device;

"Vohkus" means Vohkus Limited (company number 04142508) and having its registered office at Centurion House, Barnes Wallis Road, Segensworth, Hampshire, PO15 5TT who is the purchaser of the Goods and/or Services;

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components within any Deliverable that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly;

“Warranty Period” means, unless Vohkus and the Supplier otherwise agree in writing or in a Purchase Order, with respect to: (a) Goods, a period of twenty four (24) months from the actual delivery date or Acceptance (whichever is later); and (c) Services, a period of three (3) months from the later of the date of performance of the Services or Acceptance (if applicable); and

“Working Day” means Monday to Friday, other than Public Holidays in England when the banks are open or the jurisdiction in which the Deliverable Recipient is based.

1 Definitions

In these terms and conditions of purchase the following words shall have the following meanings:

“Acceptance” means acceptance of the Deliverable by Vohkus or the Deliverable Recipient in accordance with the ATP or other agreed acceptance criteria;

“Agreement” means these terms and conditions of purchase, the applicable Purchase Order and/or Statement of Work;

“Applicable Laws” means all laws, legislation, regulation, codes of practice, or requirements of any relevant government or governmental agency, applicable to Vohkus or the Deliverable Recipient and in the country in which the delivery address is located;

“ATP” means the process of measurement, examination, and other activities required to verify that a Deliverable supplied by the Supplier has been supplied in accordance with the Purchase Order including all applicable specifications;

“Background Materials” includes materials, hardware, software, work, devices, documents (including Specifications) information, methods, concepts, approaches, tools, generic industry information and/or item provided by either Party or the Deliverable Recipient and which is generated independently;

(a) of any Development Work; or

(b) of the Supplier providing Services

either prior to or after the commencement date of the Development Work or the provision of such Services;

“Change of Control” means as defined in section 416 of the Income and Corporation Taxes Act 1988;

“Commodity Code” means the code for the Deliverable under the Integrated Tariff of European Communities or local equivalent.

“Confidential Information” means, all information, disclosed by the Disclosing Party, or its employees, officers, advisers, agents or representatives (“Representatives”), pursuant to this Agreement, including but not limited to, financial, business or technical or other data and all other confidential information (whether written, oral, visual or in electronic form or in magnetic or other media):

(a) concerning the business and affairs of a Party including their respective sub-contractors, suppliers, customers, clients or other contacts (as applicable) that the other Party obtains, receives, or which it has access as a result of any discussions or dealings or which is learned by a Party through observations made during visits to any premises of the other Party; or

(b) which arises out of the performance of any Services.

“Data Subject” shall have the meaning ascribed to it in the Data Protection Legislation;

“Deliverables” means Goods, Services and/or Software as applicable;

“Deliverable Recipient” means the end user customer of Vohkus;

“D.D.P.”means Delivery Duty Paidin accordance with the Incoterms 2020;

“Development Work” means any development or customisation Services provided by the Supplier under the applicable Purchase Order;

“Disclosing Party” means a party to this Agreement, that discloses or makes available Confidential Information directly or indirectly, under or in connection with this Agreement;

“Documentation” means documentation, if any, required for the use of the Deliverables;

“Goods” means the tangible equipment (including firmware) and associated Documentation as set out in Vohkus’ Purchase Order;

“Good Industry Practice” means the exercise of reasonable skill, care, prudence, efficiency, foresight and timeliness which would reasonably be expected from a person properly skilled and experienced in providing products and/or services similar to the Services;

“Key Milestone”means where applicable, delivery date, ready for acceptance date, or any other important milestone identified within the applicable Statement of Work;

“Manufacturer” means the manufacturer of Goods (including the Supplier or any third party, as applicable);

“ Intellectual Property Rights” (“IPR”) means (a) patents, designs and trade marks (whether registered or unregistered), copyright, database rights, topography rights and know how; (b) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; and (c) applications, extensions and renewals in relation to any such rights;

“Personal Data” has the meaning as defined under the Data Protection Legislation;

"Purchase Order" means an order in respect of the Goods and/or Services issued by Vohkus to the Supplier which shall include requirements for the Goods and/or Services together with all documents referred to in it;

“Receiving Party” means a Party that receives or obtains Confidential Information, directly or indirectly, under or in connection with this Agreement;

"Services" includes, but is not limited to, installation, maintenance, technical support, acceptance testing, and warranty provided by the Supplier pursuant to the Purchase Order or Statement of Work;

“Software” means any computer program (including any upgrade or new release) that has been developed and/or licenced by the Supplier and any associated Documentation;

“Statement of Work” the various Statements of Work agreed in writing by the Parties from time to time setting out the Services, Deliverables, timelines and charges for each work project to be undertaken by the Supplier in accordance with the terms of this Agreement;

"Supplier” means the company, firm, body or person to whom a Purchase Order is addressed;

“System” means a combination of Goods and Services which are integrated and operate together or are required to complete the objectives specified in the Specifications, a project plan or Statement of Work and which are subject to Acceptance as a ‘system’ according to a Purchase Order;

“Virus” means any computer virus, spyware, disabling program (including worms and Trojan horses) or device;

"Vohkus" means Vohkus Limited (company number 04142508) and having its registered office at Centurion House, Barnes Wallis Road, Segensworth, Hampshire, PO15 5TT who is the purchaser of the Goods and/or Services;

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components within any Deliverable that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly;

“Warranty Period” means, unless Vohkus and the Supplier otherwise agree in writing or in a Purchase Order, with respect to: (a) Goods, a period of twenty four (24) months from the actual delivery date or Acceptance (whichever is later); and (c) Services, a period of three (3) months from the later of the date of performance of the Services or Acceptance (if applicable); and

“Working Day” means Monday to Friday, other than Public Holidays in England when the banks are open or the jurisdiction in which the Deliverable Recipient is based.

2 Incorporation of Terms and Order of Precedence

2.1 A Purchase Order shall constitute an offer by Vohkus to purchase Deliverables subject to this Agreement. Any acceptance of the Purchase Order by the Supplier shall create a contract for the sale and purchase of that Deliverable in accordance with this Agreement.

2.2 These terms and conditions are incorporated into and shall govern the Purchase Order, superseding any and all other Supplier terms and conditions. No conduct by Vohkus, direct or indirect, shall be deemed to constitute acceptance of the Supplier’s terms and conditions.

2.3 Notwithstanding anything to the contrary in the Agreement, Vohkus shall be entitled to terminate any Purchase Order, with no cost or liability, regardless of the Supplier’s acceptance, at any time prior to delivery of the Deliverables.

3 Warranty

3.1 The Supplier warrants and represents that:

(a) it is not (at the time of entering into this Agreement) involved in any litigation, process, contract or investigation that could materially impact on the ability of the Supplier to perform its obligations;

(b) it has obtained and shall obtain all permissions, licences and consents necessary for the Supplier to supply the Deliverables in accordance with the Purchase Order;

(c) the use, possession, marketing or selling of any Deliverable does not and will not infringe the Intellectual Property Rights of a third party;

(d) all Documentation provided and, if applicable, any training given to Vohkus or any Deliverable Recipient shall be complete, accurate and enough to enable Vohkus and/or the Deliverable Recipient to make full and proper use of the applicable Deliverable.

3.2 The Supplier warrants and represents that the Deliverables provided shall:

(a) be fully functional, without defect, and conform to quantity, quality, description, specification and standards stated or referred to in the Purchase Order, or if no description or specification is provided in the Purchase Order, the description and specification provided in the Supplier’s marketing materials;

(b) be of suitable materials and workmanship and executed with reasonable care and skill by suitably qualified and experienced personnel in accordance with Good Industry Practice;

(c) be equal in all respects to any samples, patterns or demonstration provided by the Supplier;

(e) be safe and without risk to health when used in accordance with the necessary information/instructions provided by the Supplier;

(f) if the purpose for which they are required is indicated in the Purchase Order, either expressly or by implication, be fit for that purpose;

(g) if the purpose for which they are required is not indicated in the Purchase Order, they will be fit for any purpose that the Supplier, or the Supplier’s marketing material, specifies they are suitable for; and

(h) be free from all Viruses and Vulnerabilities and the Supplier shall not introduce any Vulnerabilities or Viruses into the Deliverables or the network and information systems of Vohkus or the Deliverable Recipient whether via the provision of the Services or Deliverables, or otherwise.

(i) be tested for Viruses and Vulnerabilities before their delivery to Vohkus or the Deliverable Recipient and the Supplier shall mitigate, at their expense, against any Vulnerabilities or Viruses present, or which may become present during the Warranty Period.

(j) comply with Applicable Law relating to such Deliverable, including law relating to security of network and information systems and security breach and incident reporting requirements, including the Network and Information Systems Regulations 2018.

3.3 In the event of a breach of any warranty, including but not limited to those in Clause 3.1 or 3.2, during the Warranty Period, without prejudice to any other remedies available to Vohkus and/or the Deliverable Recipient under this Agreement, the Supplier shall pay all reasonable costs and expenses relating to:

(a) the return of any affected Deliverables to the Supplier (including where applicable, de-installation) and repair or replacement;

(b) additional Deliverables supplied by the Supplier required to remedy the breach of warranty;

(c) the operation and maintaining of the additional Deliverables; and

(d) obtaining Services from a third party.

3.4 If the Supplier fails to comply with Clause 3.3, then Vohkus or the Deliverable Recipient may correct, or arrange for a third party to correct, any defect or failure at the Supplier’s cost.

3.5 The Deliverables shall conform to the warranties in this Clause (3), and the terms of this Agreement, for the duration of the Warranty Period.

4 Services

4.1 Both Parties shall perform their obligations in accordance with the provisions of this Agreement and any Statements of Work or Purchase Order.

4.2 The Supplier shall keep Vohkus informed as to the progress of the Services.

4.3 The Supplier shall perform the Services and deliver the Deliverables in accordance with the timing requirements of Vohkus as set out in any Purchase Order or Statement of Work or as amended in writing between the Parties from time to time. If the Supplier becomes aware of any circumstances which may prevent the Services from being performed and/or the Deliverables from being delivered, in accordance with the timing requirements, of any Statement of Work or subsequent written amendment, the Supplier shall immediately notify Vohkus of such delay forthwith.

4.4 If the Supplier fails to meet a Key Milestone, Vohkus shall be entitled to claim any loss caused by such delay. Without prejudice to any other remedy available in this Agreement, Vohkus may at its option terminate the applicable Statement of Work, upon failure to meet a Key Milestone.

4.5 If requested by Vohkus, the Supplier shall perform installation of the Deliverable. Vohkus or the Deliverable Recipient shall have the right to observe the installation and check that such installation is in accordance with the specifications or the Deliverable Recipient’s quality assurance requirements before being obligated to pay any invoices raised by the Supplier.

4.6 Any failure in respect of the Services shall entitle Vohkus to service credits on the terms and in the manner agreed within the applicable Statement of Work, or where no service credits are documented in the Statement of Work Vohkus shall, at Vohkus’ sole option, be entitled to terminate the applicable Statement of Work at no cost or loss, and/or receive a refund or reduction in price from the Supplier.

4.7 Vohkus may request the Supplier to assign a designated point of contact to supervise the performance of the Services in accordance with this Agreement and Statement of Work, as applicable.

4.8 The Supplier shall not change its designated point of contact without first notifying Vohkus in writing;

4.9 If, in the reasonable opinion of Vohkus or the Deliverable Recipient, the performance or conduct of the designated point of contact has been unsatisfactory, Vohkus or the Deliverable Recipient may request the Supplier to replace the designated point of contact and, will inform the Supplier of its reason for such request. On receipt of such notice, the Supplier shall promptly replace the designated point of contact with an employee of at least the equivalent skill and training.

4.10 The Supplier shall comply with any applicable Vohkus or Deliverable Recipient policies provided by Vohkus.

4.11 If the Supplier has supplied Services that do not comply with the requirements of Clause 3.1, 3.2 or this Agreement then, in addition to the rights and remedies outline in Clause 3.3 and without limiting or affecting other rights or remedies available to it, Vohkus shall, at its some option, be entitled to one or more of the following rights and remedies:

(a) to terminate the Agreement with immediate effect by giving written notice to the Supplier;

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

(c) to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;

(d) to recover from the Supplier any expenditure incurred by Vohkus in obtaining substitute services or deliverables from a third party; and

(e) to claim damages for any additional costs, loss or expenses incurred by Vohkus arising from the Supplier's failure to comply with Clause 3.1, 3.2 or this Agreement.

This Clause 4.11 shall extend to any substituted or remedial services or repaired or replacement goods supplied by the Supplier.

5 Delivery

5.1 Goods shall be delivered D.D.P.

5.2 Vohkus shall reserve the right to inspect and/or test the Deliverables prior to delivery, save that such testing or inspection shall not amount to Acceptance.

5.3 Packages of Goods must bear the exact description and quantity of the contents and Vohkus’ Purchase Order number.

5.4 Notwithstanding any other rights and remedies available to Vohkus, any delivery:

(a) under the specified quantity requested in the Purchase Order, unless agreed otherwise in writing, shall be remedied by the Supplier at the Supplier's risk and expense within three (3) working days.

(b) over the specified quantity requested in the Purchase Order shall become the property of Vohkus at no additional cost to Vohkus and, for the avoidance of doubt, the Supplier shall have no right to invoice for such overage or claim possession or title.

5.5 Vohkus has no obligation to return cases, cartons, boxes, wrapping and other containers, the Goods were delivered in. the Supplier shall remove from the location and dispose of all cases, cartons, boxes, wrapping, containers and other packaging related to the Goods.

5.6 Vohkus will not be responsible for any failure to give notice to carriers of loss, damage, delay, detention or transit or non-delivery.

5.7 The Supplier agrees on request to provide Vohkus with any necessary declarations and documents stating the origins of the Goods.

6 Risk and Title

6.1 Title to the Goods shall pass to Vohkus on delivery to the place specified in the Purchase Order. This shall be without prejudice to any right of rejection or other right which may accrue or have accrued to Vohkus under these terms and conditions or otherwise.

6.2 All Goods rejected or returned for any reason shall be at the risk of the Supplier during transit back to the Supplier.

6.3 Any designs, drawings, materials, specifications and other items which may be supplied by Vohkus or the Deliverable Recipient shall be maintained by the Supplier, kept confidential and not be used for any purpose other than carrying out the Supplier’s obligation under this Agreement and any associated Purchase Order and shall be returned or delivered to Vohkus upon request.

7 Price and Payment

7.1 The price for the Deliverables shall be as outlined in the Purchase Order or applicable Statement of Work

7.2 Invoices shall be raised 30 days after the Deliverables are received by Vohkus in accordance with this Agreement, unless agreed otherwise in writing by the parties. Vohkus shall not be liable to pay any invoices raised after this time.

7.3 Provided that invoices submitted are undisputed, payments will be made by Vohkus sixty (60) days after the last day of the calendar month in which Vohkus receives a valid invoice.

7.4 Failure to make payment within the specified period shall incur interest at an annual rate of 1% above the base rate of the Bank of England.

7.5 Vohkus shall not be liable for any VAT, costs, penalties, interest or other charges arising from any incorrect VAT treatment by the Supplier of any supply hereunder, save to the extent that Vohkus is able to recover such costs from the relevant taxation authority, and the Supplier shall indemnify and keep indemnified Vohkus against such costs which Vohkus is not able to recover.

7.6 If the Deliverables are subject to an import duty, the Supplier shall use all reasonable endeavours to ensure that where there is scope for those Goods to fall under more than one Commodity Code, the Deliverables are classified under the code which attracts the lowest duty rate as possible.

7.7 The Supplier shall clearly mark the Purchase Order number on the consignment package, packing notes, invoices, monthly statements and all other correspondence relating to them.

7.8 Vohkus may set off and withhold against invoiced amounts any debt or sum owing to Vohkus by the Supplier in connection with an accepted Purchase Order.

7.9 In the event that withholding tax or deduction is required to be paid by Vohkus under Applicable Law, Vohkus shall pay the charges net of the withholding or deduction to the Supplier.

8 Acceptance of Deliverable

8.1 Where the Deliverable is a Service, Vohkus or the Deliverable Recipient may define an ATP (which may include where appropriate network stability periods) and supply a copy to the Supplier. The Supplier shall be responsible for ensuring that the Deliverables achieve Acceptance in accordance with the ATP.

8.2 Where the Deliverable is anything but a Service (to which Clause 8.1 will be applicable), Acceptance shall not be deemed on delivery and Acceptance shall not occur until such a time as Vohkus notifies the Supplier in writing that the Deliverables have been accepted.

8.3 If, following such inspection or testing, Vohkus or the Deliverable Recipient considers that the Deliverables do not comply or are unlikely to comply with Clause 3.1 and/or 3.2 or this Agreement, Vohkus shall, and without limiting or affecting other rights or remedies available to it, inform the Supplier and, at Vohkus’ sole option, either:

(a) the Supplier shall immediately take such remedial action as is necessary, at their expense, to ensure compliance;

(b) Vohkus may reject the Deliverables and return the Deliverables to the Supplier at the Supplier’s cost and risk without liability.

9 Confidentiality

Each Party shall:

9.1 protect the Confidential Information of the Disclosing Party and, in doing so, must use no less than the equivalent degree of care that such Party applies to its own Confidential Information which shall in no case be less than a reasonable standard of care;

9.2 have internal systems to ensure that Confidential Information is stored and handled in such a way as to prevent unauthorised disclosure;

9.3 procure that its personnel and any third parties do not; disseminate, copy, employ, exploit, adapt, modify or in any other manner whatsoever utilise the Confidential Information other than strictly for the performance of the Agreement. For the avoidance of doubt, the Receiving Party shall be liable for all acts and/or omissions of their personnel and any third parties.

9.4 The obligations contained in Clauses 9.1 to 9.3 shall not apply to any Confidential Information which:

(a) is lawfully in the possession of the Receiving Party prior to receipt from the Disclosing Party, as reasonably evidenced in writing;

(b) is or becomes publicly known, other than as a consequence of a breach of this Agreement;

(c) is required to be disclosed by a court of competent jurisdiction or operation of law, provided the Receiving Party, where reasonably practicable, provides notice to the Disclosing Party of such disclosure;

(d) is received from a third party without breach of any other relevant confidentiality obligations;

9.5 For the avoidance of doubt and pursuant to Clause 9.4(b), information will not be considered to be in the public domain, by it being known to a few of those people to whom it might be of commercial interest.

10 Data Protection

10.1 Both parties acknowledge and agree that they will comply with the applicable data protection and privacy legislation in force from time to time in the UK including, but not limited to, the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (the “Data Protection Legislation”).

10.2 Without prejudice to the generality of Clause 10.1, the Supplier shall, in relation to any Personal Data (as defined in Data Protection Legislation) processed in connection with the performance by the Supplier of its obligations under this Agreement:

(a) process that Personal Data only on the documented written instructions of Vohkus unless the Supplier is required by Applicable Law to otherwise process that Personal Data. Where the Supplier is relying on Applicable Law as the basis for processing Personal Data, the Supplier shall promptly notify Vohkus of this before performing the processing required by the Applicable Law unless the Applicable Law prohibits the Supplier from so notifying Vohkus.

(b) not transfer, or process, any Personal Data outside the UK or EEA.

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential.

(d) notify Vohkus promptly if the Supplier become aware of a Personal Date Breach (as defined in Data Protection Legislation)

(e) at the written request of Vohkus, delete or return Personal Data and copies thereof to Vohkus on termination of the Agreement unless required by Applicable Law to store the Personal Data.

11 Indemnity and Liability

11.1 Nothing in this Agreement shall be construed as limiting or excluding either party’s liability for: (i) death and personal injury caused by that party’s negligence, (ii) fraud or fraudulent misrepresentation, (iii) any indemnity obligations under this Agreement and (iii) any liability which cannot be limited or excluded by law.

11.2 The Supplier shall not limit any liability and keep Vohkus indemnified against any claim for:

(a) loss or damage to any moveable or immovable property (including any third-party property);

(b) for breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982;

(c) breach of Clause 15 (‘Virus’);

(d) breach of Clause 10 (‘Data Protection’)

(e)breach of any Applicable Law.

11.3 The Supplier will keep Vohkus indemnified in respect of all loss, damage, injury, costs and expenses which result, directly or indirectly, from defective Deliverables, fault, workmanship, design or construction of the Deliverables and the performance of the Services or for any breach of the Agreement.

11.4 Without prejudice to Clause 11.1, in no event shall Vohkus be liable for any indirect, incidental, special or consequential damages, loss of anticipated savings, loss of business, economic loss, loss of profit or loss of goodwill.

11.5 Subject to Clause 11.1, Vohkus’ aggregate liability for all loss or damages under the Purchase Order shall be limited to one hundred percent (100%) of the charges paid under the the Purchase Order to which the liability arose.

12 Anti-Bribery and Corruption

12.1 Each party, including its employees, agents, consultants, contractors and sub-contractors, shall:

(a) act in accordance with all Applicable Laws relating to bribery and corruption;

(b) not do, or omit to do anything likely to cause the other party to be in breach of Applicable Laws;

(c) not give, promise, receive or request any bribes (financial or other advantage), including but not limited to in relation to any public official;

(d) maintain an effective anti-bribery (including gift and hospitality) compliance programme, designed to ensure compliance with Applicable Laws including the monitoring of compliance and detection of violations; and;

(e) reasonably assist the other party, to comply with obligations related to bribery and corruption required by Applicable Laws. Any related costs shall be borne by the party requesting assistance.

12.2 The Supplier shall promptly notify Vohkus of any allegation of fraud, bribery or corrupt practices made against the Supplier in court, arbitration or administrative proceedings, or if any investigation is commenced in respect of such allegations; at any time during the term of this Agreement.

12.3 The Supplier hereby indemnifies Vohkus and its directors, officers, employees, agents and affiliates against all losses which they may suffer as a result of a breach or deemed breach of this Clause by the Supplier.

13 Health and Safety

The Supplier shall procure that (a) all its employees and agents; and (b) those employees and agents of the Supplier’s current or prospective contractors or sub-contractor comply with the provisions of any Applicable Laws and regulations, including health and safety legislation.

14 Licensed Software

14.1 In the event that Vohkus wishes to procure Software pursuant to a Purchase Order, the Supplier grants to Vohkus a non-exclusive, irrevocable, perpetual licence to use, execute, store and display the object code version of the Software, on behalf of Vohkus and the Deliverable Recipient, in accordance with the type of Licence selected under the applicable Purchase Order.

14.2 The Supplier shall be responsible for the transfer of any applicable end user licence agreements to Vohkus or the Deliverable Recipient. Where the Supplier fails to transfer or provide such end user licence agreement, and such agreement places obligations on Vohkus or the Deliverable Recipient, neither Vohkus nor the Deliverable Recipient shall be required to comply with such obligations.

14.3 The Supplier shall indemnify, and keep indemnified, Vohkus and the Deliverable Recipient from any and all loss Vohkus or the Deliverable Recipient may incur from their failure to comply with the terms of the end user licence agreement.

15 Virus

15.1 The Supplier shall ensure that:

(a) It has not introduced a Virus into any products or Software on Vohkus or the Deliverable Recipient’s network;

(b) It has taken precautions in accordance with industry best practice to ensure that no Virus is contained in any products or software including ensuring that industry leading Virus protection software is kept up to date.

15.2 If the Supplier finds a Virus in any Deliverable which has been provided under this Agreement, the Supplier shall at its own cost:

(a) Immediately report its findings to Vohkus and provide all information reasonably requested by Vohkus on behalf of the Deliverable Recipient in relation to that Virus;

(b) Promptly take all steps necessary to eliminate the Virus from the affected Deliverable and prevent re-introduction of the Virus;

(c) Provide all necessary assistance to Vohkus and the Deliverable Recipient, to minimise the effects of a Virus on Vohkus or the Deliverable Recipient’s network;

(d) If the Virus results in a loss of data or has an impact on the operation of the products and/or Software, the Supplier shall mitigate the loss, restore the data and ensure the operation of the affected product, Software and/or the Deliverable Recipient’s network is remedied.

15.3 The Supplier shall indemnify, and keep indemnified, Vohkus and the Deliverable Recipient from any and all loss Vohkus or the Deliverable Recipient may incur from the Supplier’s failure to comply with the provisions of this Clause 15.3 or the introduction by the Supplier, directly or indirectly, of any Virus or Vulnerability in to any Deliverable or Vohkus’, or the Deliverable Recipient’s, network or infrastructure systems.

16 Intellectual Property Rights

16.1 Each party retains all rights in any Background Materials. Nothing in this Agreement or use of the other party’s IPR shall be construed as a transfer or grant of any interest in such rights.

16.2 All rights, title and interest in any Deliverable created by the Supplier and/or its personnel and all rights, title and interest in any Intellectual Property Rights developed hereunder, excluding third party IPR, are hereby, upon the personnel’s creation thereof, transferred and assigned to Vohkus or the Deliverable Recipient.

16.3 The Supplier shall indemnify Vohkus and hold it harmless on demand, from and against all direct actions, claims, liabilities, demands, proceedings, costs (including reasonable legal costs) suffered or incurred by Vohkus arising by reason of claims that the possession or use of the Supplier’s IPR in connection with the provision of the Services infringes the IPR of a third party.

16.4 Without prejudice to Clause 16.3 where any claim causes Vohkus or the Deliverable Recipient’s quiet enjoyment of Deliverables or any part thereof to be disrupted or impaired, the Supplier shall at its own cost and expense and at Vohkus or the Deliverable Recipient’s option:

(a) procure for the benefit of Vohkus or the Deliverable Recipient the right to continue to use and exploit the Deliverable without disruption or impairment;

(b) modify the infringing Deliverable(s) so that it becomes non-infringing provided that whenever practicable such modifications are in accordance with the specification agreed between the Supplier and Vohkus and/or the Deliverable Recipient and are made in a reasonable time; or

(c) cancel all outstanding Purchase Orders or Statements of Work for each such Deliverable(s) that are subject to the claim and have any infringing Deliverables returned to the Supplier at the Supplier’s expense. The Supplier shall repay Vohkus the full price paid for any affected Deliverable, plus VAT, that is returned or is in, Vohkus’ opinion not usable by Vohkus or the Deliverable Recipient.

17 Termination

17.1 Vohkus may terminate a Purchase Order at any time with immediate effect if:

(a) a resolution is passed, or an order is made for the winding up (or equivalent order in the relevant jurisdiction) of the Supplier, otherwise than for the purposes of a bona fide scheme of solvent amalgamation or reconstruction;

(b) the Supplier becomes subject to an administration order; a liquidator, receiver or administrative receiver or similar is appointed over any of its property or assets;

(c) The Supplier enters into an arrangement or composition with its creditors, ceases or threatens to cease to carry on business, becomes insolvent or ceases to be able to pay its debts as they fall due;

(d) The Supplier commits a breach under Clause 13 (Anti-Bribery and Corruption);

(e) If the Supplier is subject to a Change of Control.

17.2 Either Party shall be entitled to terminate the Purchase Order if the other Party is in material breach of any provision(s) of this Agreement, which is either (a) not capable of remedy; or (b) being capable of remedy, has not been remedied within thirty (30) days after written notice from the other Party.

17.3 Vohkus shall have the right to terminate without cause, and at any time, the Purchase Order or Statement of Work, by giving thirty (30) days’ prior written notice to the Supplier.

17.4 On termination of this Agreement, any Purchase Order or any Statement of Work, the Supplier shall provide, to Vohkus, a final valid invoice in respect of Deliverables provided on or prior to the date of termination. Vohkus will pay such an invoice in accordance with Clause 7 of this Agreement.

17.5 On termination of the Agreement, Purchase Order or Statement of Work, the Supplier shall immediately deliver to Vohkus all Deliverables whether or not then complete, and return all materials, equipment, documentation or items belonging to Vohkus or the Deliverable Recipient. If the Supplier fails to do so, then Vohkus 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 the safe keeping of the Deliverable and will not use them for any purpose not connected with the Agreement.

17.6 Termination of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties.

18 Audit

18.1 The Supplier shall keep full and accurate records (where applicable) of all processes, personnel, equipment, number of licences and premises used in performing its obligations in connection with a Purchase Order (the “Records”) for a period of six (6) years from their date of production.

18.2 The Supplier shall:

(a) allow Vohkus, its auditors, authorised agents and/or representatives, access on any Working Day and upon giving reasonable notice, to such Records (including the right to make copies thereof) and any equipment or premises; and

(b) provide all reasonable assistance for the purposes of auditing Supplier’s compliance with a Purchase Order.

18.3 If any audit or inspection by or on behalf of Vohkus reveals any non-compliance by the Supplier of its obligations pursuant to this Agreement and/or the Purchase Order, Vohkus shall, without prejudice to any other remedies it may have, require Supplier to:

(a) remedy the cause of such non-compliance as soon as reasonably practicable;

(b) promptly refund Vohkus all costs and expenses relating to such audit or inspection (including those of third-party advisors).

19 Assignment and Sub-Contracting

19.1 Supplier shall not transfer or sub-contract the Purchase Order without Vohkus’ prior written consent. In the event that Vohkus permits Supplier to sub-contract any of its obligations under this Agreement, Supplier shall remain liable for the performance of its obligations under this Agreement and Supplier shall procure that the sub-contractor complies with the obligations of Supplier under this Agreement. Supplier shall contractually impose terms which are no less onerous, than those contained in this Agreement, in its contract, with its permitted sub-contractor(s).

19.2 Vohkus shall be entitled to assign the benefit of this Agreement and any Purchase Order with written notice to Supplier (without obtaining Supplier’s prior written consent).

20 Insurance

20.1 Supplier agrees to take out and maintain:

(a) Adequate public liability insurance cover with a reputable insurance company to a minimum indemnity limit of £10,000,000 per claim; and

(b) Adequate professional indemnity insurance cover with a reputable insurance company to a minimum indemnity limit of £10,000,000 per claim.

and provide Vohkus with evidence of its insurance coverage upon reasonable request.

21 Force Majeure

Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 1 month, from the date the delay or non-performance is first reported, the party not affected may terminate the Agreement by giving 30 days' written notice to the affected party.

22 Notices

22.1 Any notice or other document to be served under this Agreement must be in writing and may be delivered or sent by prepaid first-class post or courier service.

22.2 Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting.

23 Non-Solicitation

Supplier undertakes (for itself and for its Affiliates) that it shall not employ (whether as employee or consultant) solicit or entice away Vohkus’ employees for the duration of any Purchase Order and for a period of twelve (12) months after the performance of the last Purchase Order.

24 Modern Slavery Act

In performing its obligations under this Agreement, Supplier shall comply with all Applicable Anti-Slavery and Human Trafficking laws, statutes, regulations and codes from time to time in force including the Modern Slavery Act 2015. Supplier shall ensure that any contracts with sub-contractors require compliance with such laws.

25 General

25.1 A person who is not a Party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

25.2 These terms and conditions shall be without prejudice to any condition, warranty (expressed or implied), or any other right or remedy to which Vohkus is entitled to by virtue of statute or common law.

25.3 Supplier has been engaged on a non-exclusive basis and nothing in this Agreement places an obligation on Vohkus to place a minimum order value or issue any Purchase Orders to Supplier.

25.4 Vohkus shall not be bound by any variation, waiver of, or addition to these terms conditions unless agreed in writing and signed by a duly authorised representative of Vohkus.

25.5 This Agreement shall have precedence over any conditions appearing on any quotation, acceptance form, delivery form, invoice or other document or letter emanating from Supplier and such conditions shall have no effect unless they are expressly accepted by Vohkus in writing.

25.6 If any provision(s) under this Agreement are deemed or found to be invalid or unenforceable by a court of competent jurisdiction, such provisions shall be deemed omitted, all other provisions shall remain in full force and effect.

26 Governing Law and Jurisdiction

26.1 This Agreement shall be governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts.