• The following expressions, when used in these conditions of purchase (the “Conditions”), shall have the meanings given to them in this Clause 1:

“Adequate Procedures” has the meaning set out in the Bribery Act and any guidance issued under that Act;

“Agreement” means the agreement formed between the Supplier and the Purchaser upon the Supplier’s acceptance of the Order and governed by these Conditions;

“Associated Person” has the meaning set out in the Bribery Act

“Background Intellectual Property” means Intellectual Property Rights existing prior to the date of the Agreement or generated other than in the course of providing the Services which: (a) the Supplier (or its licensors, as the case may be) makes available to the Purchaser in the course of providing the Services (whether as part of the Deliverables, or otherwise); or (b) which the Purchaser (or its licensors, as the case may be) makes available to the Supplier for the purposes of performing the Services;

“Business Day” means a day (other than a Saturday, Sunday or public holiday) when the University is open for business;

“Commencement Date” means the date on which the Order is accepted by the Supplier in accordance with these Conditions;

“Confidential Information” means any and all confidential information (however recorded, preserved or disclosed) disclosed in connection with the Order or the Agreement, where the information is: (a) clearly identified as “confidential” at the time of disclosure; or (b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure;

“Data Controller” has the meaning set out in section 1(1) of the DPA; “Data Processor” has the meaning set out in section 1(1) of the DPA; “Data Subject” has the meaning set out in section 1(1) of the DPA;

“Deliverables” means the products of the Services including (as applicable) all works of authorship, documents, reports, data, databases, software, programs, methods, methodologies, technical and commercial information, results, designs, illustrations, artwork, diagrams, graphics, music, audio visual recordings, sound recordings and any other subject matter or materials, in whatever form or medium, due to be delivered to the Purchaser under the Agreement, including those described and/or identified in the Service Specification;

“Delivery Date” means the date(s) for delivery of the Goods, as may be set out in the Order or the Order Requirements (if any);

“Disclosing Party” means a Party which discloses or makes available to the Receiving Party, directly or indirectly, Confidential Information;

“DPA” means the Data Protection Act 1998 and (where the context permits) further guidance published by the UK Information Commissioner’s Office;

“EIR” means the Environmental Regulations Act

“FOIA” means the Freedom of Information Act;

“Foreign Public Official” has the meaning set out in the Bribery Act

“Goods” means any Goods or Services to be supplied by the Supplier pursuant to and in accordance with the terms of the Agreement;

“Goods Specification” means the specification for the Goods or Services as may be set out in the Order or the Order Requirements (if any);

“Indemnified Person” has the meaning set out in Clause 13.1;

“Information” has the meaning set out in the FOIA and includes “environmental information” (as that term is defined in the ERA);

“Intellectual Property Rights” means any patents, rights to inventions, copyright and related rights, rights in designs, database rights, and all other intellectual property rights and know-how, 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;

“ITT” means the Purchaser’s written invitation to tender for the Goods and Services (if any and as applicable);

“Milestone(s)” means the milestone event(s) specified, identified or referred to in the Order or the Order Requirements (if any), the satisfactory and successful completion of which (determined in the Purchaser’s reasonable discretion) will trigger payment of part or all (as the case may be) of the Price;

“Order” means the Purchaser’s order for the supply of the Goods and/or the Services;

“Order Representative” means, as the case may be, the Supplier Order Representative and/or the Purchaser’s Order Representative;

“Order Requirements” means any additional requirements the Purchaser may have for an Order (beyond those contained in the Purchase Order, the ITT or these Conditions) as may be agreed in writing between the Parties and as will form part of the Agreement;

“Party” means a party to the Agreement, being the Supplier or the Purchaser and together the “Parties”;

“Personal Data” has the meaning set out in section 1(1) of the DPA and relates only to personal data, or any part of such personal data, of which the Purchaser is the Data Controller and in relation to which the Supplier is providing the Services under the Agreement;

“Price” means the price payable for the Goods and/or the Services to be supplied under the Agreement, as set out in the Purchase Order;

“Purchaser” means:

• in the case of an Order placed by the Customer

“Purchaser Information” means information stored in any form, including digital form (e.g. data files stored on electronic or optical media), material form (e.g. on paper), as well as intangible information in the form of employee knowledge which is provided by the Purchaser to the Supplier in connection with the Agreement;

“Purchase Order” means an order in writing which: (a) states the Goods and/or the Services ordered; (b) states the price payable; (c) incorporates these Conditions (to the extent applicable); (d)Terms of Payment (e) Delivery date requested

“Purchaser’s Order Representative” means the person who shall take responsibility for the management of a particular Order on behalf of the Purchaser, as may be notified in writing to the Supplier;

“Receiving Party” means a Party which receives or obtains from the Disclosing Party, directly or indirectly, Confidential Information;

“Representatives” means a Party’s officers, employees, agents, subcontractors, advisers and (in the case of the Purchaser) students;

“Request for Information” has the meaning set out in Clause 6.2.1;

“Service Specification” means the specification for the Services as may be agreed between the Parties in writing and forming part of the Order Requirements (if any);

“Services” means any services to be supplied by the Supplier pursuant to and in accordance with the Agreement;

“Supplier” means the person who accepts the Order;

“Supplier’s Order Representative” means the person who shall take responsibility for the management of a particular Order on behalf of the Supplier, as may be notified in writing to the Purchaser;

“Tender” means the Supplier’s written response to the Purchaser’s ITT;

“Third Party Material” has the meaning set out in Paragraph 9.6.3 of Schedule 1;

“Timetable” means the timetable for delivery of the Goods and/or Services, as may be agreed between the Parties in writing and forming part of the Order Requirements (if any);

• In these Conditions:
• the headings are used for convenience only and shall not affect their interpretation;
• a reference to these “Conditions” shall include the Schedules and any other document incorporated by reference;
• the words “include”, “including” or “in particular” are deemed to have the words “without limitation” following them;

• The Order constitutes an offer by the Purchaser to purchase the Goods and/or the Services subject to these Conditions, which shall (subject to Clause 2) apply to the Agreement to the exclusion of all other terms and conditions (whether previously issued by the Supplier or appearing on any other documentation issued by the Supplier).
• These Conditions do not apply to any Order accepted by the Supplier where that Order is placed by the Purchaser and accepted by the Supplier under a separate written and signed agreement.
• An Order shall be accepted when the Supplier either expressly gives notice of acceptance or by implication when the Supplier fulfills the Order in whole or in part.
• If the Goods and/or the Services are to be provided in installments, the Agreement shall be treated as single and not sever-able.
• For the avoidance of doubt:
• the terms of Schedule 1 shall apply to any Order for the supply of Services; and
• the terms of Schedule 2 shall apply to any Order for the supply of Goods.
• In the event of, and only to the extent of, any conflict between these Conditions and any Schedule or other document stated to form part of the Agreement then:
  • except where expressly stated otherwise, these Conditions shall prevail over the provisions of any other document referred to in it (including, the Schedules, the ITT, the Tender and the Order Requirements).
  • the Order Requirements shall prevail over the ITT and the Tender (if any and as applicable);and
  • the ITT shall prevail over the Tender (if any and as applicable).

• The Price contained in the Order shall be fixed for the duration of the Term unless otherwise agreed in writing by the Purchaser.
• The Purchaser shall pay each undisputed invoice which is properly due and submitted to it by the Supplier in accordance with the terms stated on the Supplier’s invoice to Purchaser.
• Time for payment shall not be of the essence of the Agreement, but if the Purchaser fails to pay any amount payable by it under the Agreement, the Supplier may charge the Purchaser interest on the overdue amount from the due date up to the date of actual payment, after as well as before judgment, at the rate of two per cent (2%) per month (24% per annum). Such interest shall accrue on a daily basis and be compounded monthly until payment is made, whether before or after any judgment. The Supplier shall be entitled to include any such interest payment on any subsequent invoice provided to the Purchaser in accordance with the Agreement.

• The Receiving Party shall use its reasonable efforts to keep the Disclosing Party’s Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall not use or disclose such Confidential Information unless permitted under this Clause4.
• The Receiving Party shall not use the Disclosing Party’s Confidential Information except to the extent necessary to exercise its rights and perform its obligations under the Agreement.
• The Receiving Party may disclose the Disclosing Party’s Confidential Information only to those of its Representatives who have a need to know that Confidential Information for the purposes set out in Clause 2, provided that it informs those Representatives of the confidential nature of the Confidential Information and the obligations of these Conditions before disclosure. The Receiving Party shall at all times be responsible for those Representatives’ compliance with the obligations set out in these Conditions.

• These Conditions do not impose any obligation upon a Receiving Party with respect to Confidential Information that:
  • is known, or made available, to the Receiving Party on a non- confidential basis prior to its disclosure by the Disclosing Party under the Agreement;
  • is, or becomes, publicly known other than as a result of its disclosure by the Receiving Party in breach of these Conditions;
  • is obtained by the Receiving Party from a third party in circumstances where the Receiving Party has no reason to believe that third party is bound by a duty of confidentiality to the Disclosing Party;
  • was substantially and independently developed by the Receiving Party without knowledge of the Disclosing Party’s Confidential Information;or
  • is approved for release in writing by an authorized representative of the Disclosing Party.
• The Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent such Confidential Information is specifically required to be disclosed by law, by any governmental or regulatory authority, or pursuant to the order of a court or other authority of competent jurisdiction; provided that (to the extent it is legally permitted to do so) it promptly notifies the Disclosing Party of this disclosure and, where possible, takes into account the reasonable requests of the Disclosing Party in relation to the content of such disclosure.
• The Parties’ obligations under this Clause 4 shall continue for a period of three (3) years from the date of termination or expiry of the Agreement.

 Without prejudice to Paragraph 8 of Schedule 1, the Supplier shall (and shall ensure that its Representatives shall) comply with the requirements of Data Protection in performing the Services and/or supplying the Goods or otherwise in connection with the Agreement.

• The Supplier acknowledges that the Purchaser is subject to the requirements of the FOI Legislation and shall assist and cooperate with the Purchaser to enable the Purchaser to comply with its information disclosure obligations under the same.
• The Supplier shall (and shall ensure that its Representatives shall):
• transfer to the Purchaser any request for Information (a “Request for Information“) as soon as practicable after receipt and in any event within two (2) Business Days of receiving a Request for Information;
• provide the Purchaser with a copy of all Information in its possession or power in the form that the Purchaser requires within five (5) Business Days (or such other period as the Purchaser may specify) of the Purchaser requesting that Information;and
• provide all necessary assistance as reasonably requested by the Purchaser to respond to a Request for Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the EIR.
• The Purchaser shall be responsible for determining whether any Information:
• is exempt from disclosure in accordance with the provisions of the FOIA or the EIR; and/or
• is to be disclosed in response to a Request for Information.
• If the Purchaser receives a Request for Information to disclose any of the Supplier’s Confidential Information, it will notify and consult with the Supplier. The Supplier will respond within five (5) days of receiving such notice if the notice requests assistance in determining whether or not an exemption applies to the disclosure of the Confidential Information requested under the FOI Legislation.

• The Supplier shall preserve the confidentiality, integrity and availability of Purchaser Information and prevent the corruption or loss of Purchaser Information wherever Purchaser Information is accessed, stored or processed by the Supplier or any sub-contractor.
• If the Supplier becomes, or is made, aware of any breach of data privacy or information security requirements, or of unauthorized access to Purchaser Information or associated systems, the Supplier shall immediately report the incident to the Purchaser’s Order Representative.

• The Supplier shall not unlawfully discriminate within the meaning and scope of any law, enactment, order, or regulation relating to discrimination (whether in age, race, gender, religion, disability, sexual orientation or otherwise).

• The Supplier shall:
• comply with all applicable laws relating to anti-bribery and anti- corruption (the “Relevant Requirements”), in connection with its conduct under the Agreement;
• have and shall maintain in place throughout the Term its own policies and procedures, including Adequate Procedures under the Relevant Requirements, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;
• promptly report to the Purchaser any request or demand for any undue financial or other advantage of any kind received by it in connection with the Agreement; and

• The Supplier shall ensure that any Associated Person who is involved in the performance of any obligations under the Agreement and/or the provision of support services does so only on the basis of a written agreement which imposes on and secures from such Associated Person terms equivalent to those imposed on the Supplier under this Clause 9. The Supplier shall be responsible for the observance and performance by such Associated Persons of such terms, and shall be liable to the Purchaser for any breach by such Associated Persons of any such terms.

• The Supplier represents and warrants to the Purchaser that:
• (unless the Supplier is acting as a sole trader) it is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized;
• it has full capacity and authority and all necessary consents to enter into and to perform its obligations under the Agreement;
• all information, statements and representations contained in any Tender are true, accurate, and not misleading;and
• it is not (and will not at any time be) subject to any contractual obligation, compliance with which is likely to have an effect on its ability to perform its obligations under the Agreement.

• The Purchaser may terminate the Agreement with immediate effect (or on such reasonable notice as it shall determine) upon giving written notice to the Supplier, if the Supplier commits a material or persistent breach of the Agreement and (in the case of a material breach which is capable of remedy) fails to remedy that breach within thirty (30) days of being notified in writing of the breach.
• The Purchaser may terminate the Agreement (in whole or in part), solely upon mutual agreement with Supplier,upon Purchaser providing written notice to the Supplier requesting termination 14 business days in advance of proposed Purchaser termination.

• In the event of termination of the Agreement by the Purchaser:
  • where payment has been made by the Purchaser for Services not yet performed and/or Goods not yet received, the Supplier shall repay to the Purchaser any unexpended balance from the sums paid to it after it has deducted all outstanding and unavoidable commitments which it has reasonably and properly incurred in respect of the provision of Goods and/or Services up to the date of such termination;or
  • where payment remains due, the Purchaser shall pay to the Supplier a sum to cover any Goods and/or Services provided, expenditure incurred and unavoidable commitments entered into by the Supplier in respect of the Goods and/or Services up to the date of such termination, provided that the total amount payable to the Supplier (in aggregate, including any prior installments made prior to the point of termination) shall not exceed the total amount of the Price due for the relevant parts of those Goods and/or Services.
• Any provision of these Conditions which either expressly or by implication is intended to come into, or continue in, effect on or after the termination or expiry of the Agreement shall continue in effect.
• Termination or expiry of the Agreement, for any reason, shall not affect the accrued rights, obligations, liabilities or remedies of the Parties existing at the date of termination or expiry under the Agreement.

• The Supplier shall indemnify the Purchaser and its Representatives (each an “Indemnified Person”) from and against any and all direct claims, actions or demands, and any damages, costs, expenses and other liabilities (including court costs and reasonable legal fees) awarded against, incurred or paid by such Indemnified Person in connection with:
  • any claim made against an Indemnified Person, to the extent that such claim arises out of or in connection with the provision of the Goods and/or the Services by the Supplier (or its Representatives);or
  • a breach or negligent performance or failure or delay in performance of the Agreement by the Supplier (or its Representatives).
• The provisions of this Clause 13 are intended to be enforceable by the persons referred to in it.

• The Supplier shall have and maintain (at its own cost) such type and amounts of liability insurance with a reputable insurance company as may be sufficient to meet its liabilities in full under the Agreement.

• If a dispute arises out of or in connection with the Agreement (including non- contractual disputes) the Parties will, following a written request from one Party to the other, attempt in good faith to resolve the dispute:
  • through discussions between the Parties’ respective Order Representatives; failing which

• In the event that any dispute arising out of or in connection with the Agreement (including non-contractual disputes) cannot be settled between the Parties at the meetings described in Clauses 1 or within thirty (30) calendar days of receipt of the initial request, the Parties agree to attempt to settle it either (at the Purchaser’s election):
  • by mediation;or
  • by arbitration under the Arbitration Rules The Parties agree that:
    • the tribunal is to consist of one (1) arbitrator to be mutually agreed upon.
    • the seat and place of arbitration shall be Reno (Sparks), Was-hoe County, Nevada, USA

• Neither Party may commence any court proceedings in relation to any dispute arising out of the Agreement until it has attempted to settle the dispute in accordance with Clause 1 and Clause 15.2, and either the dispute resolution has terminated or the other Party has failed to participate, and provided in any event that the right to issue proceedings is not prejudiced by a delay.
• Nothing in this Clause 15 shall prevent either Party from seeking from any court of competent jurisdiction an interim order restraining the other from doing any act, or compelling the other to do any act.
• With the exception of any rights of the Purchaser to withhold payment of the Price where it has bona fide grounds for doing so, the obligations of the Parties shall not cease, or be suspended or delayed by the reference of any dispute to dispute resolution in accordance with this Clause15.

 Any notice or other communication to be given by one Party to the other under the Agreement shall be in writing and shall be sent by prepaid first class post or recorded delivery to (in the case of the Supplier) the relevant address as shown in the Purchase Order or (in the case of the Purchaser) to KEY POWER SOLUTIONS.

• No Party shall use the name nor any trade mark or logo of the other Party, nor the name of any Representative of the other Party, in connection with any publicity or promotional material, without the prior written approval of the other Party.
• The Supplier shall not make, or allow any person to make, any public announcement about the Agreement without the Purchaser’s prior written consent, unless required by law or any governmental or regulatory authority or by any court or other authority of competent jurisdiction.

• These Conditions constitute the entire agreement between the Parties in relation to its subject matter, and supersede all previous drafts, agreements, arrangements and understandings between the Parties, whether oral or written.
• Each Party agrees that in entering into the Agreement it does not rely on any statement, representation, warranty or understanding other than those expressly set out in these Conditions.
• Nothing in this Clause 18 shall operate to: (a) exclude any provision implied into the Agreement by law and which may not be excluded by law; or (b) limit or exclude any liability, right or remedy to a greater extent than is permitted bylaw.

• No variation to these Conditions shall be effective unless it is in writing in the English language and signed by the Parties’ authorized representatives.
• The Supplier shall not unreasonably withhold or delay agreement to any variation to these Conditions required by the Purchaser, or the implementation of the same; nor shall the Supplier impose unreasonable conditions (having regard to the other terms of these Conditions) in implementing a variation. Any revision of the Price to be paid under these Conditions as a result of such a request shall (to the extent possible) be calculated using the same or an equivalent method to that which was used to calculate the Price at the Commencement Date.

• No failure or delay by a Party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy,

nor shall it preclude or restrict the further exercise of that or any other right or remedy.

• No single or partial waiver of any right or remedy provided under these Conditions or by law shall preclude or restrict the further exercise of that or any other right or remedy.

• If any court of competent authority finds that any provision of these Conditions is invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed to be deleted, and the validity and enforce ability of the other provisions of these Conditions shall not be affected.
• If any invalid, illegal or unenforceable provision of these Conditions would be valid, legal and enforceable if some part of it were modified or amended, the Parties shall negotiate in good faith to amend such provision such that, as amended, it is valid, legal and enforceable, and, to the greatest extent possible, achieves the Parties’ original commercial intention.

Nothing in these Conditions 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 Party, nor authorize either Party to make or (unless expressly provided otherwise in these Conditions) enter into any commitments for or on behalf of the other Party.

 No person except a Party has any right to prevent the amendment of these Conditions or termination of the Agreement; and no person except a Party may enforce any benefit conferred by these Conditions, unless these Conditions expressly provide otherwise.

• The Agreement is personal to the Parties and no Party shall assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with any of its rights and obligations under the Agreement or these Conditions without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
• The Supplier confirms that it is acting on its own behalf and not for the benefit of any other person.

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed and construed in accordance with the law of Reno/Sparks, Was-hoe County, Nevada, USA.

• Subject to Clause 15, each Party irrevocably agrees, for the sole benefit of the Purchaser and subject to Clause 2, that the courts of Reno/Sparks, Was-hoe County, Nevada, USA. and shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
• Nothing in this Clause 26 shall limit the right of the Purchaser to take proceedings against the Supplier in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by law or such other jurisdiction.

• The provisions set out in this Schedule shall apply to the supply of the Services, in addition to those set out in main body of the Conditions.
• If there is any inconsistency or conflict between the provisions set out in this Schedule and the main body of the Conditions, or any other Schedule or document stated to form part of the Agreement, then Clause 6 applies.

• Unless the context otherwise states or requires, the expressions defined in Clause

1.1     shall have the same meaning when used in this Schedule.

2.2    The rules of interpretation and construction set out in Clause 1.2 shall apply to this Schedule, except that a reference to a “Paragraph” is a reference to a paragraph in this Schedule unless the context otherwise requires.

• The Supplier shall perform the Services during the Term in accordance with these Conditions.
• The Supplier warrants and represents that it is entitled to enter into the Agreement and shall ensure that the Services are performed at all times:
  • in accordance with the Timetable and Service Level Agreement (if any and as applicable) and at times and places reasonably agreed by the Supplier with the Purchaser;
  • in compliance with: (a) any requirements contained or otherwise specified in the relevant ITT; (b) the Order Requirements; and (c) the Purchaser’s reasonable instructions from time to time;
  • in accordance with the Supplier’s Tender;
• truthfully, accurately, loyally and in good faith towards the Purchaser;
• with due diligence, skill and care, in a professional, timely and workmanlike manner;
• such that the Deliverables are of a good quality, conform with the descriptions and specifications set out in the Service Specification, and are fit for any purpose expressly or implicitly made known to the Supplier by the Purchaser;
• using suitably skilled and experienced personnel, in sufficient number to ensure that the Supplier’s obligations are fulfilled;
• in accordance with all applicable laws, rules and regulations, and having obtained all necessary licenses and consents;
• without infringing the Intellectual Property Rights or other rights of any third party;and
• without doing (or omitting to do) any act or thing which would or might (in the reasonable opinion of the Purchaser) be expected to damage the reputation of the Purchaser.
• The Supplier shall obtain the prior written approval of the Purchaser before undertaking any work for a third party of an identical or similar nature to the Services, which may, because of the nature of the work involved, cause a conflict between such work and the Services to be provided under the Agreement. If the Purchaser requests the Supplier to undertake work which does or may, because of the nature of the work involved, cause a conflict with the work it is doing or has agreed to do for a third party, the Supplier shall promptly disclose the conflict to the Purchaser and all other information reasonably requested by the Purchaser.
• If the Supplier is unable to perform the Services personally for whatever reason, the Supplier may arrange at their own expense for another suitable Supplier to perform the Services, subject to the Purchaser’s express prior written approval to such arrangement and the Supplier warranting that such other person is suitable (including experienced and qualified) to perform the Services. If so required, the Supplier shall provide evidence to the Purchaser to demonstrate to the Purchaser’s reasonable satisfaction the other Supplier’s suitability to perform the Services.

• The Supplier shall use and store any equipment belonging to the Purchaser that the Purchaser permits the Supplier to use for the provision of the Services with all reasonable skill and care and in accordance with best practice; and the Supplier hereby indemnifies the Purchaser against any and all damage to such equipment caused by persons using the same with the Supplier’s authorization.

• Nothing in these Conditions shall affect the ownership of any Background Intellectual Property.
• Where the Supplier’s Background Intellectual Property forms part of any Deliverables supplied to the Purchaser in the course of providing the Services, the Supplier grants to the Purchaser a non-exclusive, perpetual, irrevocable and royalty-free license (with the right to grant sub-licenses) to use such Background Intellectual Property as part of such Deliverables and for such purposes aware

necessary to allow the use and exploitation of the Deliverables by the Purchaser, its licensees, successors and assigns.

• Subject to Paragraph 1, the Deliverables, the Intellectual Property Rights in the Deliverables, and any other Intellectual Property Rights created, generated or developed by or on behalf of the Supplier in the provision of the Services or otherwise in the performance of the Agreement shall be owned by the Purchaser and, accordingly, the Supplier hereby assigns to the Purchaser absolutely and with full title guarantee (by way of present and future assignment) any and all such Intellectual Property Rights.
• The Supplier shall (and shall procure that any necessary third party shall) promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to the assignment of rights under Paragraph 3 and to ensure that the rights licensed or assigned to the Purchaser under this Paragraph 9 can be exercised, sub-licensed and otherwise used freely and unconditionally by the Purchaser.
• The Supplier irrevocably and unconditionally waives any and all moral rights (or any rights of a similar nature) as it may have or acquire in the Deliverables in perpetuity; and warrants and undertakes to procure that all persons engaged in the creation or production or other use of the Deliverables have waived any and all moral rights on the same terms.
• The Supplier represents and warrants to the Purchaser that:
• it has not, and shall not, grant or assign any rights of any nature in any Deliverable produced as part of the Services to any third party whatsoever in any part of the world;
• subject to the provisions of Paragraph 1, all Deliverables will be original to the Supplier and that the Purchaser is or shall be the sole and unencumbered owner of all Intellectual Property Rights in the Deliverables and that nothing in the Deliverables (or any exploitation of the same by the Purchaser) will infringe any right whatsoever of any third party; and
• the Supplier has all the applicable relevant requirements required to copy and provide to the Purchaser any third-party material in whatever format (“Third Party Material“) provided as part of the Deliverables and that any Third-Party Material shall be appropriately identified to the Purchaser in sufficient detail where not immediately identifiable. For the avoidance of doubt, the Supplier shall be responsible for any costs or fees incurred in the course of using any Third-Party Material, unless otherwise agreed in these Conditions.

• The Purchaser shall provide the Supplier:
• where applicable, with the equipment detailed in the Order Requirements;and
• such information and cooperation as the Supplier may reasonably request and the Purchaser considers reasonably necessary to enable the Supplier to perform the Services.

• The Purchaser shall pay to the Supplier the Price, subject to the satisfactory performance of the Supplier’s obligations under these Conditions.
• The Supplier shall submit invoices to the Purchaser in accordance with the Milestones or (in the absence of any such Milestones) in arrears on a monthly basis to the Purchaser’s Order Representative at the address of the department or University Subsidiary placing the Order.

• On the termination or expiry of the Agreement (whether in whole or in part and for any reason), the Supplier shall:
  • cooperate fully with the Purchaser to ensure an orderly migration of the Services to the Purchaser or, at the Purchaser’s request, a new supplier

• Without prejudice to any other right or remedy which the Purchaser may have, if any of the Services are not supplied in accordance with any of the terms of these Conditions, the Purchaser shall be entitled to any one or more of the following remedies (as applicable) at its discretion, whether or not any part of the Services have been accepted by the Purchaser:
  • to give the Supplier the opportunity (at the Supplier’s expense)either:
    • to remedy any defect in the Services; or (b) to carry out any other necessary work to ensure that the terms of these Conditions are fulfilled;
  • to refuse to accept any further supply of the Services but without any liability to the Supplier;and/or
  • to carry out (at the Supplier’s expense) any work necessary to make the Services comply with these Conditions.

• The provisions set out in this Schedule shall apply to the supply of the Goods, in addition to those set out in main body of the Agreement.
• If there is any inconsistency or conflict between the provisions set out in this Schedule and the main body of these Conditions, or any other Schedule or document stated to form part of the Agreement, then Clause 4 applies.

• Unless the context otherwise states or requires, the expressions defined in Clause

1.1    shall have the same meaning when used in this Schedule.

2.2   The rules of interpretation and construction set out in Clause 1.2 shall apply to this Schedule, except that a reference to a “Paragraph” is a reference to a paragraph in this Schedule unless the context otherwise requires.

• The Supplier shall ensure that the Goods shall:
• be of the quantity, quality and description as specified in the Goods Specification;
• comply with the requirements of the ITT and the Tender (if applicable);
• be free from default, be of satisfactory quality and fit for their intended purpose and remain so for a reasonable period of time (to be determined with reference to the type of Goods supplied);
• be in compliance with all applicable laws that apply to such Goods and to such matters that concern the safety, health and welfare of all persons into whose hands the Goods may come;
• not infringe the Intellectual Property Rights or other rights of any third party;and
• be supplied in accordance with the University’s Environmental Policy, as amended from time to time, a copy of which will be provided to the Supplier by the Purchaser on request.

• Without prejudice to Paragraph 1, the Supplier warrants that it has satisfied itself that all necessary tests and examinations have been made or will be made prior to delivery of the Goods.
• At any time prior to delivery of the Goods to the Purchaser, the Purchaser shall have the right (but not the obligation) at all times to inspect and test the Goods.
• If the results of any inspection or testing pursuant to Paragraph 3 cause the Purchaser to be of the opinion that the Goods do not conform or are unlikely to conform with the description of the Goods set out in the Goods Specification or the Tender, the Purchaser shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure conformity. The Purchaser shall have the right to require and witness further testing and inspection.
• Notwithstanding any inspection or testing pursuant to Paragraph 3 and Paragraph 3.4, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Supplier’s obligations under the Agreement.

• The Goods shall be delivered, freight prepaid, to the Purchaser’s address (if any) stated in the Goods Specification, or be available for pick-up at KEY POWER SOLUTIONS, or such other place of delivery as notified to the Supplier by the Purchaser in writing prior to delivery of the Goods. Unless otherwise agreed in writing by the Supplier, freight charges will be added to Purchaser’s invoice for Goods.
• The Goods shall be delivered on the Delivery Date. If no Delivery Date is specified then delivery shall take place as soon as possible.
• The Supplier shall ensure that:
• each delivery is accompanied by a delivery note which shows the number and date of the purchase order, the number of packages and their contents and, in the case of part delivery, the outstanding balance of the Goods remaining to be delivered;
• each package is marked with the number of the purchase order and appropriate warnings where those contents are hazardous

• The Supplier must ensure a signature acknowledging receipt of the Goods by an authorized member of the Purchaser’s staff is obtained upon pick-up at KEY POWER SOLUTIONS.
• Notwithstanding the provisions of Paragraph 4.5, the Purchaser shall be deemed to have accepted any of the Goods following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.
• If the Goods are delivered to the Purchaser in excess of the quantities set out in the Goods Specification, the Purchaser shall not be bound to pay for the excess and any excess shall be and shall (if applicable) remain at the Supplier’s risk and shall be returnable at the Supplier’s expense.
• The Supplier shall be responsible for collecting any rejected Goods or any Goods delivered which are in excess of the quantity set out in the Goods Specification.
• The Purchaser shall be obligated to safeguard or return to the Supplier any packaging or packing materials for the Goods, whether or not any of the Goods are accepted by the Purchaser.

• Risk in the Goods shall remain with the Supplier until shipment to the Purchaser occurs at which point the Goods shall be held at the Purchaser’s risk.
• Title in the Goods shall remain with the Supplier until shipment to the Purchaser at which point title in the Goods shall pass to the Purchaser.
• If the Purchaser notifies the Supplier that the Goods are being rejected in accordance with Paragraph 7 the risk in and title to the Goods shall immediately revert back to the Supplier.
• The Supplier shall collect the Goods from the Purchaser within fourteen (14) calendar days of being notified of the rejection. Failure to do so shall entitle the Purchaser to have the Goods returned to the Supplier at the Supplier’s cost.
• The Purchaser shall not be responsible for any damage to the Goods if risk and title to the Goods have reverted to the Supplier.

• The Purchaser shall pay to the Supplier the Price in accordance with these Conditions.
• The Supplier shall submit an invoice in respect of (and along with each consignment of) delivered Goods.

• Without prejudice to any other right or remedy which the Purchaser may have, if any of the Goods are not supplied in accordance with any of the terms of these Conditions, the Purchaser shall be entitled to any one or more of the following remedies (as applicable) at its discretion, whether or not any part of the Goods have been accepted by the Purchaser:
  • to rescind the Agreement (that is, to treat the Agreement as if it is not and has never been enforce);
  • to reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the rejected Goods so returned shall be paid immediately by the Supplier;
  • to give the Supplier the opportunity (at the Supplier’s expense)either:
    • to remedy any defect in the Goods; or (b) to supply replacement Goods and carry out any other necessary work to ensure that the terms of these Conditions are fulfilled;
  • to refuse to accept any further deliveries of the Goods but without any liability to the Supplier;and/or
  • to carry out at the Supplier’s expense any work necessary to make the Goods comply with these Conditions.