1. DEFINITIONS AND INTERPRETATION

In these general terms and conditions, the following words and/or expressions shall have the following meanings:

- Supplier: the seller or provider or contractor of the Goods referred to in the Agreement;

- Customer or Pasta Evangelists: Pasta Evangelists Ltd, a limited liability company
incorporated under the laws of England and Wales (company number: 10188849), having its registered office at Harella House, 90-98 Goswell Road, London, England, EC1V 7DF;

- Agreement: the agreement for the purchase of the Goods, or for the continuing supply thereof, (including, if any, the performance of ancillary services comprised in the supply), along with all documents formalising such a relationship between the parties, including: (i) the Order (as defined below); (ii) the annexes potentially attached to the Order, among which, for example, the Supply Specifications, the Safety Documentation (as defined below) and the text of any bank guarantee; and (iii) these General Terms and Conditions. The above mentioned sequence corresponds to the actual hierarchical order within the different contractual documents constituting the Agreement, and shall also be taken as reference to ascertain which provision shall prevail in the event of a conflict among provisions having the same content;

- Applicable Laws: any applicable laws or regulations, regulatory policies, guidance or industry codes in force from time to time in the UK, including the Food Safety Act 1990, and the guidance published by the UK Government on 19 June 2023 titled "Standards and Regulatory Important Requirements", as may be amended, updated or re-enacted from time to time;

- Ethical Code: has the meaning given to it at section 11.1;   

- General Terms and Conditions: these general terms and conditions of contract (along with the relevant annexes, which constitute integral and substantial part thereof), that have full prescriptive force and are intended to regulate any contract (executed in whatsoever form) between the Customer and the Supplier for the supply of Goods. These General Terms and Conditions (once signed, including by digital or electric signature) will apply to every supply transaction between the Customer and the Supplier, independently from their reproduction and/or signing in occasion of the issue or execution of each Order;

- Group Affiliate: any existing or future legal entity, directly or indirectly controlled by Barilla Holding S.r.l., a company incorporated under the laws of Italy, having its place of business at Via Mantova 166, 43122 Parma, Italy, Register number 00489540344. For definition purposes, “control”, means, with respect to any entity directly or indirectly controlled, the disposal of at least the majority of the votes at the ordinary shareholders’ meeting;

- Encumbrance: any mortgage, charge, pledge, lien, assignation, option, restriction, claim, right of pre-emption, right of first refusal, third party right or interest, other encumbrance or security interest of any kind, or other type of preferential arrangement (including a title transfer or retention arrangement) having similar effect;

- Order: the document, however designated and formalised (or simply executed through its performance), that is binding for both Parties and contains the provisions expressly agreed upon by the Parties with reference to Goods and other specific elements including quantities and pricing, terms, and conditions of the Agreement, including any exception or waiver to the General Terms and Conditions and any other document constituting the Agreement. No counterproposal shall be interpreted as an integration to the Order unless it is wholly and unconditionally accepted by the receiving Party; 

- Goods: movable goods (or intangible goods), stated in the Order, which shall be sold, or supplied, by the Supplier to the Customer, or goods specifically manufactured for the Customer by the Supplier pursuant to the Agreement;

- Specifications or Supply Specifications or Technical Specifications: the document stating the technical and qualitative characteristics of the Goods; 

- UK GDPR: the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time); and

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

In these general terms and conditions:

      1. the singular includes the plural and vice versa;

      2. references to gender include references to all genders;

      3. the words “include” or “including” are to be construed as meaning without limitation;

      4. unless otherwise stated, references to sections are to sections of these general terms and conditions;

      5. the section headings are for reference only and shall not affect the construction or interpretation of these general terms and conditions; and

      6. references to statutes, any statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended or re-enacted from time to time.

  1. OBJECT

    1. By executing the Agreement, the Supplier undertakes, in favour of the Customer, either to sell or supply the Goods, including any services ancillary to the supply of Goods, in compliance with the provisions of the Agreement. If the Supplier is to directly perform the Order itself, the Supplier shall deliver the Goods in full compliance with the provisions set forth in the Order, giving prompt notice to the Customer of the started execution.

    2. The Supplier shall be obliged to perform in full all its obligations under the Agreement, as well as any ancillary activity necessary to, or opportune for, the proper performance of such obligations.

    3. Unless otherwise expressly indicated in the Orders, the execution of the Agreement does not give rise to any exclusivity obligation for the Customer, nor to any obligation to purchase minimum quantities of Goods, not even of those quantities of Goods corresponding to its normal needs.

    4. The Customer shall only be bound to purchase the Goods stated in the Order, provided that such Goods are fully compliant with the provisions of the Agreement and with all Applicable Laws, statutes and regulations from time to time in force, in the quantities specified therein.

  2. CONSIDERATION

    1. Unless otherwise expressly agreed in writing between the Parties, the price for the Goods agreed upon in the Agreement shall be fixed, unchangeable, and not subject to any adjustment or review. Any risk ensuing in connection with extraordinary or unforeseeable events and any risk connected with the performance of the Agreement or with the price determination rests with the Supplier.

    2. In consideration of the above section 3.1, the Supplier hereby expressly waives any future claim of an economic nature that the Supplier may have as a result of misevaluation or of lack of knowledge of technical, organisational, or regulatory matters in connection with the performance of the Agreement or, in any case, as a result of the failure by the Supplier to properly evaluate factors or elements that may affect costs and/or the price and/or the delivery times of the Goods.

    3. The price agreed upon in the Agreement, moreover, shall be deemed to include all activities and materials, expressly provided for in the Agreement, as well as any ancillary activity, material, or service necessary to comply with the provisions of the Agreement and all Applicable Laws, statutes and regulations from time to time in force.

    4. Unless otherwise expressly indicated in the Order, the Supplier shall in no instance assign to third parties, even in the ambit of usual factoring or bank discount transactions, any invoices payable by the Customer to the Supplier. In case of failure by the Supplier to comply with this no assignment of invoices provision, the Customer shall be entitled to refuse to make payment of the price until the invoices are fully reassigned to the Supplier. 

  3. TERMS – DELIVERY 

    1. The Supplier shall deliver the Goods within the terms specified in the Agreement by the Parties. 

    2. At the time of delivery, the Goods shall be accompanied by technical documentation, prescribed certifications, together with any document necessary for the proper use of the Goods or as required by the Applicable Laws, and they shall be properly packed and sealed in order to avoid any damage during transportation and handling. 

    3. All terms and conditions stated in the Agreement, in relation to the Supplier’s obligations concerning the delivery, shall be considered as “important” in the interest of the Customer. Time of delivery of the Goods is of the essence. In the event of a breach, the Customer shall be entitled to terminate the Agreement with immediate effect by giving written notice to the Supplier, without affecting any other right or remedy available to the Customer. 

    4. Unless otherwise provided in the Order, the Goods shall be delivered DDP (Incoterms 2020) to the Customer’s plant specified in the Order. 

    5. The signing of the transportation documents, or of other similar documents, by the Customer, or by its representatives, shall in no event be interpreted either as the Customer’s acceptance of the Goods referred to in the documents, even with regard to the nature and quantity of the delivered Goods, nor as a waiver of any claim.

    6. The ownership of the Goods and any relevant risk concerning the Goods shall be transferred to the Customer upon delivery.

    7. Without prejudice to any other right or remedy provided for by law or by the Agreement, should the Customer incur any expenses to cope with organisational/structural deficiencies of the Supplier, particularly with regard to the need to resort to third parties for the supply of goods or for the provision of works and/or services, the Customer shall have the right to charge the Supplier with such expenses.

    8. The Customer shall also have the right to set off any invoices or other amounts payable by the Supplier to the Customer against what is due to the Supplier by the Customer (as price).

  1. QUALITY OF THE GOODS– WARRANTIES – REMEDIES

    1. By executing these General Terms and Conditions, in addition to any other warranty envisaged by law or provided for under this Agreement, the Supplier  represents and warrants that the Goods, at the time of transfer of title to the Customer: (i) shall be fully compliant with the contractual provisions and with the Specifications, if any; (ii) shall be fully compliant with the provisions of the manual, if any; (iii) shall be fully compliant with the Applicable Laws; (iv) shall 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 (v) shall be completely safe both for the relevant operators and for any third parties; (vi) shall be certified and marked CE, complying with relevant laws, rules and regulations; (vii) shall be brand-new, of the highest possible quality on the market, and consistent with the highest available technical standards; (viii) shall be manufactured in a workmanlike manner; (ix) shall be free of faults, defects, and discrepancies of any kind, fully fit for their intended use, endowed with all promised qualities as well as with those characteristics essential to their intended use; (x) shall be original products of the manufacturer from which they originate; (xi) shall be in the full title and enjoyment of the Supplier, free and clear of any third party claims, liens, charges or Encumbrances of any kind. The abovementioned warranties shall remain in full force in case that the supplied Goods are incorporated into or used, as the case may be, as a component or ingredient of another good manufactured or assembled by the Customer or by third parties on behalf of the Customer.

    2. The Customer shall be entitled to any right and remedy envisaged by law or provided for under the Agreement; therefore, the Supplier shall be fully liable and responsible towards the Customer, and shall also hold the Customer harmless against all and any liabilities, including those towards third parties, that may arise in connection with, or as a result of, the use of the Goods. In addition to any other right or remedy envisaged by law or provided for under the Agreement – including, in particular, the right to compensation for damages, to termination of the Agreement, and to price reduction – the Customer, if the Goods prove not to be fully compliant with the provisions of section 5.1, shall be entitled to the substitution of the Goods. 

    3. If the Supplier fails to proceed with the substitution of the Goods, the Customer shall have the right to purchase an identical or similar product. The Supplier is nonetheless responsible for reimbursing any other damages the Customer may incur.

    4. The Goods substituted pursuant to the provisions herein, shall be covered by a new warranty which shall have the same duration of the original warranty. 

    5. Any defect, flaw, non-conformity, unfitness, discrepancy, or lack of quality of the Goods shall be notified by the Customer to the Supplier within 60 days from its discovery, unless a different term is provided for in the Order.

    6. The execution of the insurance policies and bank guarantees required by either these General Terms and Conditions or by any other document constituting the Agreement shall not limit in any way the obligations and responsibilities of the Supplier arising from the Agreement and the law.

    7. By way of clarification: if any ancillary service has to be provided in connection with the supply of the Goods, the warranties covering the Goods, and the terms of such warranties, shall also apply to such ancillary services.

    8. The Supplier represents and warrants the full traceability of the Goods, and of the relevant components and packaging, and the adoption of any process and instrument needed to ensure such a traceability.

  2. PROHIBITION OF ASSIGNMENT AND SUBCONTRACTING – SUSPENSION OF THE AGREEMENT

    1. The Agreement shall not be assigned without the written consent of the other party. However, the Customer shall be allowed to freely assign the Agreement to any company, directly or indirectly, controlled by Barilla Iniziative S.p.A. and/or to Barilla Iniziative S.p.A. itself.  

    2. Subcontracting is not permitted without the Customer’s written consent. The Customer’s consent, if granted, shall not release the Supplier from its contractual obligations,  who remains liable for the proper performance of the obligations entrusted to the subcontractor and for the conduct of the subcontractor, including the subcontractor’s compliance with the provisions of the Agreement and of any Applicable Law or regulation, in the same manner in which the Supplier is responsible for the conduct of its employees and collaborators. The Supplier shall indemnify and hold harmless the Customer for any damage, cost, expense, and/or adverse legal consequence deriving from, and/or connected with, the performance of the Agreement by the subcontractor and/or the subcontractor’s failure to comply with any obligation provided by the law or by the Agreement.

    3. Without prejudice to the cases of fortuitous event or force majeure, the performance of the Agreement may be suspended by the Customer, due to inevitable downtimes, for a period not longer than 2 (two) months, or for a different period of time if so stated in the Order. The Customer shall have no obligation whatsoever vis-à-vis the Supplier, in terms of indemnity or compensation; in such an event, however, the contractual deadlines shall automatically be extended by the duration of said suspension.   

  3. FURTHER OBLIGATIONS AND WARRANTIES OF THE SUPPLIER – SAFETY OBLIGATIONS-COMMERCIAL INTERMEDIARIES

    1. The Supplier represents and warrants that, in the performance of the Agreement, it shall ensure that all personnel have the necessary technical and professional qualifications and have suitable skills and experience to enable them to perform the tasks assigned to them. The Supplier shall comply with all obligations concerning the compensation, national insurance contributions, and taxes with regard to the Supplier’s personnel employed in the supply/manufacturing/installation of the Goods. The Supplier shall also be obliged to make sure that its subcontractors (if any) precisely and fully comply with such obligations vis-à-vis their employees.

    2. Moreover, the Supplier shall make sure that its subcontractors (if any) regularly deduct and pay all the necessary withholding taxes and other mandatory insurance contributions for their employees engaged in the supply/manufacturing/installation of the Goods; the Supplier is entitled, pursuant to Applicable Law provisions, to make payments of the consideration due to its subcontractors upon condition that they have duly and demonstrably paid all due taxes and national insurance contributions.
      The Customer shall have the right, in turn, to refuse the payment of any amount due to the Supplier in case the latter cannot prove that the Supplier itself, and its sub-contractors (if any), have regularly paid all national insurance contributions, taxes, and compensations with regard to their respective employees engaged in the supply/manufacturing/installation of the Goods.
      The Supplier shall also indemnify and hold the Customer harmless against, and in connection with, any claim that may be brought against the Customer itself by the Supplier’s employees or by employees of the Supplier’s subcontractors (if any), as well as by social security bodies and insurance bodies and in general against any claim for which the Customer may be jointly liable.
      Unless otherwise agreed in writing with the Customer, the Supplier declares that, in relation with the Contract, it has not availed and is not availing itself of the services of “Commercial Intermediaries”, meaning agents, traders, business brokers and/or any other person who carries out or has carried out, in any form, commercial intermediation activities in relation to the Contract. In any case, the Supplier undertakes to indemnify and hold the Customer harmless for any claims, damages or adverse consequences that may be brought against Customer itself by such Commercial Intermediaries that have not been disclosed to the Customer. 

    3. The Supplier represents and warrants that it has obtained, and will maintain in force for the entirety of its contractual relationship with the Customer, all licences, permissions, authorisations, consents, approvals, registrations, and permits required to sell or supply the Goods to the Customer in accordance with these terms and conditions. 

    1. PRIVACY – RIGHTS - PERSONAL DATA PROCESSING

      1. All information, whether technical or commercial in nature, disclosed by the Customer, concerning the Customer, or belonging to the Customer, and all information which was communicated to, gathered by, or became known to the Supplier, before or after the execution of the Agreement, whether in written, oral, visual or electronic form (including the Specifications, designs, and projects), as well as any project prepared by the Supplier for the exclusive benefit of the Customer, shall be considered confidential.

      2. Any information, of any nature, of the Customer or concerning the Customer, that becomes in whatsoever way known to the Supplier during the performance of, or in occasion of, the Agreement, or gathered by the Supplier before the execution of the Agreement, including, but without limitation, during the negotiation of the Agreement, shall be kept strictly confidential. The Supplier undertakes not to disclose such information, directly or indirectly, to any third party, and to use such information exclusively to the extent necessary to perform the Supplier’s obligations under the Agreement. Any other use, different from the ones listed above, is strictly forbidden.

      3. Such non-disclosure obligations shall have full force and remain effective for the entire duration of the Agreement and for a period of 5 (five) years following the Agreement’s expiration or termination, due to any reason (or from its performance, if the Agreement is not a continuing contract). Moreover, if in that date the information has not become publicly available, or if the Agreement has an indefinite duration, the non-disclosure obligations will remain effective until the information (and any part thereof) becomes publicly available.

      4. The Customer shall keep strictly confidential any information, whether technical or commercial in nature, expressly qualified as “confidential”, communicated by the Supplier even before the execution of the Agreement, that is not or does not come into the public domain (“Supplier’s Information”). Customer shall not communicate the Supplier’s Information to any third party with the exception of: i) any Group Affiliate; ii) any co-worker and/or third party (including without limitation, service providers, advisors, auditors), that executed an agreement with the Customer providing for full compliance with this section 8.

      5. Without prejudice to any other right or remedies which the Customer may have, the Supplier acknowledges and agrees that the Customer's confidential information is important to the Customer's business, that an award in damages may be insufficient to protect such business in the event of any breach of the terms of the Agreement and that the Customer shall be entitled to the remedy of injunctive relief, including on an interim or interlocutory basis, specific performance or other equitable relief (or any equivalent remedies in any other jurisdiction), or such other action as the Customer deems appropriate for any suspected, threatened or actual breach of the terms of the Agreement. It is understood that the Supplier, by virtue of the Agreement, shall not acquire any proprietary right on the trademarks, other distinctive signs, or intellectual property rights (including know-how and Specifications) of the Customer, not even when such trademarks, distinctive signs, or other intellectual property rights (including know-how and Specifications) are intended to be placed on the Goods or their packaging, or are meant to be used in the manufacturing of Goods. In such cases, the Supplier shall only be entitled to use the trademarks, distinctive signs, and intellectual property rights within the limits of what is strictly necessary to perform the Agreement.

      6. If the Goods, or any component thereof, has been manufactured expressly for the Customer, all rights connected with the Goods (or any of its components), with the procedures and processes used by the Goods (including those filed for patent registration), shall be the sole and exclusive property of the Customer. This provision shall apply also if the Supplier has autonomously conceived the Goods on the basis of the instructions or the desired performance requested by the Customer. Moreover, this provision shall apply with reference to improvements or adaptations, in cases where the Goods constitute only an improvement or adaptation of other products already manufactured by the Supplier or by third parties.

      7. Each Party shall process contacts’ personal data of the other Party’s employees and/or co-workers, directly or indirectly collected during the performance of the Agreement, solely for the purpose of performing its own obligations under the Agreement and of handling any litigation (as legitimate interest of the controller), in compliance with the relevant legislation in force. “The relevant legislation in force” means all legislation and regulations relating to the processing of personal data and privacy applicable in the United Kingdom including (without limitation) the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any regulations or instruments enacted under any of the foregoing and any amendments and/or re-enactments and/or replacements from time to time of any of the foregoing. If one Party is acting as a data processor and the other Party is acting as a data controller, the Parties will ensure that a written agreement is put in place.
        Each Party shall process such data for the time strictly necessary for the performance of the Agreement and, later, for no longer than the applicable limitation period. Each Party guarantees that it has implemented appropriate technical and organisational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure.
        Barilla may communicate such personal data to its employees duly instructed in this respect and to third parties (duly appointed as external data processors pursuant to article 28 of UK GDPR) that executed service agreements with Barilla regarding the provision by such third parties of services, e.g. certain sourcing and back office activities.

      8. The Supplier, as data controller with respect to personal data of its employees (or members) expected to be involved in the performance of the Agreement, as well of its customers, shall comply with the relevant legislation in force, obtaining (when required) the relevant consent to data processing, and verifying that its subcontractors (if any) also comply with such provisions.

      9. Each Party acknowledges that the data subjects have the right to data portability, to request from the data controller access to, rectification and erasure of data or restriction of processing as well as to object to its processing as well as to lodge a complaint with the Information Commissioner's Office if they think that the data processing breaks the provisions of the UK GDPR. 

      1. INSURANCE

        1. In addition to any other insurance coverage required under the Agreement, the Supplier shall (before the execution of the Agreement, but with effect from the date of its execution) take out with a leading insurance company the following insurance policies, or equivalent in the jurisdiction the Supplier is based, against the risks associated with the supply and use of the Goods, with the warning that the Supplier shall cover any possible exclusions, excesses and/or insufficiencies of liability limits thereof:
          - concerning the supply of products: public and products liability insurance, to be agreed with the Customer (or reference buyer) and to be applied to the Agreement for the requested insurance coverage; and
          - concerning the use of Goods: a public and products liability insurance, to be agreed with the Customer (or reference buyer) and to be applied to the Agreement for the requested insurance coverage.
          - Furthermore, said policies shall provide coverage for any accident related to the Goods even if such accident occurred or became known after the Goods' expiration, if the accident is however ascribable to the term of duration of the activity described in the Agreement, and they shall provide an explicit waiver of the right of recourse against the Customer.

        2. Furthermore, the Supplier shall see that its insurance company will send to the Customer, upon the Customer’s request, a declaration or certificate attesting to the existence and validity of the required insurance coverage. Moreover, the Supplier shall make sure to previously notify the Customer, even if not requested, if any changes to the terms and conditions of the insurance policies might have an impact on the Customer’s right to indemnification, and if such an insurance is, for whatsoever reason, terminated.

        1. MISCELLANEOUS

          1. These General Terms and Conditions, as well as the Supply Specifications and any other annexes shall be incorporated into the Agreement.

          2. The Order, along with the General Terms and Conditions, and the contingent annexes, represents adequate evidence of the existence and contents of the Agreement, irrespective of the way of its execution or transmission.

          3. These General Terms and Conditions override and replace any general terms and conditions previously governing the relationship between the Parties; the general terms and conditions of the Supplier (if any) shall not apply, not even if expressly referred to in the acceptance of the Order or in other documents, and not even in lack of express objection by the Customer. As a consequence, the Supplier’s general terms and conditions, if any, shall not even constitute a counter-offer, since they are not applicable and any reference thereto must be considered as void and ineffective.

          4. The Supplier shall, in the supply of the Goods, delivery of the Goods, and in carrying out any other activity anticipated under this Agreement, comply at all times with all Applicable Laws. 

          5. In case that any of the provisions contained in these General Terms and Conditions, as well any other provision of the Agreement, become void or invalid, the remaining provisions shall remain fully effective and binding. The Parties shall negotiate in good faith in order to replace the void or invalidated provision with another valid and binding provision, whose effect is (to any possible extent) equivalent to that of the original provision.

          6. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

          7. Except as set out in these General Terms and Conditions, no variation of the Agreement, 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.

          8. Nothing in the Agreement 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. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

          9. Notwithstanding this section 10, the provisions of the Agreement can be implicitly superseded by provisions contained in other documents which represent a part of the Agreement, in accordance with the hierarchy indicated by the Definitions herein.

        2. CODE OF ETHICAL CONDUCT, ANTI-CORRUPTION AND RELATED PARTY DISCLOSURE

          1. The Supplier acknowledges that performance of the Agreement assumes - to the extent that they are applicable - full compliance with the principles contained in the Code of Ethical Conduct adopted by Barilla Group (the “Ethical Code”), which apply to the Customer’s employees as well as to its contracting parties. The Supplier declares to have taken full knowledge of the Code as published at www.barillagroup.it as amended from time to time. The Supplier undertakes to fully comply with the Ethical Code.

          2. In addition, by countersigning these General Terms and Conditions, the Supplier hereby specifically undertakes that, throughout the entire duration of its contractual relationships with the Customer, itself, its directors, officers or employees shall not offer, promise, give, authorise, solicit or accept any undue pecuniary or other advantage of any kind in any way connected with the Agreement and that it has taken reasonable measures to prevent subcontractors, agents or any other third parties, subject to its control or determining influence, from doing so. In the event that the Supplier fails to comply with any of the provisions above, Barilla reserves the right, at its sole discretion, to either suspend the Agreement or immediately terminate it, by notice in writing to the Supplier, without prejudice to the Customer’s right to claim any damages incurred in relation therewith.

          3. The Supplier hereby, at the time of entering into the Agreement (and throughout the duration of the Agreement itself), shall promptly inform the Customer of the existence (or occurrence) of any kinship or friendship between its directors, officers or employees, and any of the Customer’s directors, officers or employees, to the extent that such relationships may arise a personal interest and/or an interest on behalf of a third party in the execution (or continuation) of the Agreement by and between the Customer and the Supplier. In that event, the parties will evaluate any measures to be implemented to avoid that the aforementioned persons - having an objective opportunity to influence the decisions of the respective companies – use their position and power to influence decisions in a manner that would benefit themselves or work to the advantage of a third party. In the event that the Supplier fails to comply with any of the provisions above, the Customer reserves the right, at its sole discretion, to immediately terminate the Agreement, by notice in writing to the Supplier.

        1. EXPRESS TERMINATION 

          1. In addition to the provisions set out in section 11 above and any other right, remedy, and power provided for in the Agreement and/or by law, if the Supplier:

          2.  fails to comply with any of the obligations set out in sections 4 (Terms – Delivery), 5 (Quality of Goods– Warranty - Remedies), 6 (Prohibition of assignment and subcontracting), 7 (Further obligations and warranties of the Supplier – Safety obligations), 8 (Privacy - Rights – Personal Data Processing), 9 (Insurance), of these General Terms and Conditions; 

          3.  

            commits any continuing or material breach of any of the provisions of this Agreement which is either incapable of remedy, or, in the case of such a breach which is capable of remedy, fails to remedy the same within thirty days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; 
          4. proposes or passes a resolution for its winding up or is subject to an application to, or order or notice issued by, a court or other authority of competent jurisdiction for its winding up or striking off;
          5. has an administrator appointed in respect of it or is the subject of an application for administration filed at any court, a notice of appointment of an administrator filed at any court or a notice of intention to appoint an administrator given by any person;
          6. proposes, makes or is subject to an arrangement or composition with its creditors generally, an application to a court of competent jurisdiction for protection from its creditors generally or a scheme of arrangement under section 895 Companies Act 2006 (save in the latter case for the purpose of a voluntary reconstruction or amalgamation);
          7. has a receiver or a provisional liquidator appointed over any of its assets, undertaking or income;
            1. is unable to pay its debts within the meaning of section 123 Insolvency Act 1986; 
            2. is the subject of anything analogous to the foregoing events specified in clauses under the laws of any applicable jurisdiction; or
            3. ceases or threatens to cease to carry on business: -the Customer shall be entitled to terminate the Agreement with immediate effect by giving written notice to the Supplier, without affecting any other right or remedy available to the Customer including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
          8. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

        2. NOTICES

          1. Any notice, consent, confirmation or other information required or authorised by this Agreement may be delivered personally or sent by first class recorded delivery post or by e-mail. 

          2. Notices shall be deemed given, in the case of notice given by hand, when given, in the case of notice given by recorded delivery post, two Business Days after the date of posting and in the case of notice given by e-mail, at the time when the e-mail is sent.

        3. THIRD PARTY RIGHTS

          1. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

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

        4. GOVERNING LAW AND JURISDICTION 

          1. The Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any claim, dispute or difference arising out of or in connection with the Agreement, and/or any non-contractual obligations arising in connection with the Agreement.