Terms & Conditions

Table of contents

 

Website terms and conditions

1. About Us

a. This AB Agri site, www.abagri.com, (the “Site”) is provided by AB Agri Limited with company number 193800 and whose registered office address is at Weston Centre, 10 Grosvenor Street, London W1K 4QY, United Kingdom (the “Company”). The Company is a part of the Associated British Foods plc group of companies and its main trading address is at Innovation Way, LynchWood, Business Park, Peterborough, PE2 6FL

2. Access to the Site

a. Access to and use of the Site is subject to the following terms. Please read them carefully before using the Site.

b. By using the Site you confirm that you accept these terms, which shall take effect immediately on your first use of the Site. If you do not agree to the following terms you must not access and/or use the Site.

c. Access to the Site is permitted on a temporary basis, and we reserve the right to withdraw the service we provide without notice. We will not be liable if for any reason our site is unavailable at any time for any period.

3. Changes to these terms

a. The Company may change these terms at any time by posting changes online. Please review these terms regularly to ensure you are aware of any changes made by the Company. Your continued use of the Site after changes are posted means you agree to these terms as updated and/or amended.

4. Use of the Site

a. You are permitted to print and download extracts from the Website for your own personal non-commercial use on the following basis:

i. no documents or related graphics on the Site are modified in any way;
ii. no graphics on the Site are used separately from the corresponding text; and
iii. the Company's copyright and trade mark notices and these terms and conditions appear in all copies.

b. Unless otherwise stated, the copyright and other intellectual property rights in all material on the Site (including without limitation photographs and graphical images) are owned by the Company or its licensors. Any use of extracts from the Site other than in accordance with clause 4.1 is prohibited.

c. You agree to use the Site only for lawful purposes, and in a way that does not infringe the rights of, restrict or inhibit anyone else's use and enjoyment of the Site. Prohibited behaviour includes harassing or causing distress or inconvenience to any person, transmitting obscene or offensive content or disrupting the normal flow of dialogue within the Site.

d. If you breach any of these terms, your permission to use the Site automatically terminates and you must immediately destroy any downloaded or printed extracts from the Site.

5. Disclaimers and Limitation of Liability

a. The Site’s content, including the information, names, images, pictures, logos and icons regarding or relating to the Company and/or its products and services (or to third party products and services), is provided "AS IS" and on an "IS AVAILABLE" basis without any representations or any kind of warranty made (whether express or implied by law) to the extent permitted by law, including the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.

b. The Company may make changes to the material of the Site, or to the products and prices described in it, at any time without notice. The material on the Site may be out of date, and the Company makes no commitment to update such material.

c. The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

d. Parts of our Site may contain links to third-party websites for your convenience and information. If you use these links, you leave the Site. When you access a non-Company website, even one that may contain our logo or subsidiary or parent company logos, please understand that we do not control the content and are not responsible for the content or privacy practices of that site. We suggest that you carefully review the terms and conditions and privacy policies of each site you visit. These terms and conditions and our online Privacy Policy do not cover the information practices of those websites linked from our Site. These other sites may send their own cookies to users, collect data, or solicit personal information.

e. Nothing in these terms excludes or limits liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law. Under no circumstances will the Company, or any of its group companies and the officers, directors, employees, shareholders or agents of any of them be liable for any of the following losses or damage (whether such losses were foreseen, foreseeable, known or otherwise):

i. loss of data;
ii. loss of revenue or anticipated profits;
iii. loss of business;
iv. loss of opportunity;
v. loss of goodwill or injury to reputation;
vi. losses suffered by third parties;
vii. loss or damage due to viruses, distributed denial-of-service attacks, or other technologically harmful material that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Site or your downloading of any material from the Site or any websites linked to the Site; or
viii. any indirect, consequential, special or exemplary damages arising from the use of or inability to use the Site regardless of the form of action (whether in contract, tort (including negligence), breach of statutory duty or otherwise).

f. The Company does not warrant that functions contained in the Site content will be uninterrupted or error free, that defects will be corrected, or that the Site or the server that makes it available are free of viruses or bugs.

g. If your use of the Site results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.

6. Intellectual Property

a. The names, images and logos identifying the Company or third parties and their products and services are subject to copyright, design rights and trade marks of the Company and/or third parties. Nothing contained in these terms shall be construed as conferring by implication, estoppel or otherwise any licence or right to use any trademark, patent, design right or copyright of the Company or any other third party.

7. Contributions to the Site

a. Where you are invited to submit any contribution to the Site (including any text, photographs, graphics, video or audio) you agree, by submitting your contribution, to grant the Company a perpetual, royalty-free, non-exclusive, sub-licenseable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, make available to the public, and exercise all copyright and publicity rights with respect to your contribution worldwide and/or to incorporate your contribution in other works in any media now known or later developed for the full term of any rights that may exist in your contribution, and in accordance with privacy restrictions set out in the Company’s Privacy Policy. If you do not want to grant to the Company the rights set out above, please do not submit your contribution to the Site

b. Further to paragraph 7.1, by submitting any contribution to the Site, you warrant that your contribution:

i. is your own original work and that you have the right to make it available to the Company for all the purposes specified above;
ii. is not obscene, threatening or defamatory;
iii. is not technically harmful; and
iv. does not infringe any law.

c. The Company shall fully co-operate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of this clause 7.

8. Registration

a. Each registration is for a single user only. The Company does not permit you to share your user name and password with any other person nor with multiple users on a network.

b. Responsibility for the security of any passwords issued rests with you.

c. The Company has the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms.

9. General

a. If there is any conflict between these terms and specific terms appearing elsewhere on the Site then the latter shall prevail.

b. If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.

c. These terms shall be governed by and construed exclusively in accordance with the laws of England and the parties agree to submit to the exclusive jurisdiction of the Courts of England, including the seeking of all injunctive or ancillary relief actions.

 

December 2016 version

GENERAL TERMS AND CONDITIONS OF PURCHASE

1. DEFINITIONS

In these terms and conditions

Company means AB Agri Limited registered in England and Wales (00193800), whose registered office is at Weston Centre, 10 Grosvenor Street, London W1K 4QY.

Contract means the individual contract entered into by the Company and the Seller for the Purchase and Sale of the Supplies on these terms and conditions, the Special Conditions (if any), any other standard trade terms the parties agree apply and the Purchase Order including any Specification. In the event of conflict between these terms and conditions, the Special Conditions (or the trade terms) and the Purchase Order, the order of priority will be: (i) the Purchase Order including any Specification; (ii) the Special Conditions (iii) these terms and conditions; and (iv) any standard trade terms agreed to apply.

Delivery Point means the address stated in the Purchase Order or such other address as is notified to the Seller by the Company.

Intellectual Property Rights means patents, rights to inventions, trademarks, rights in confidential information (including know how and trade secrets) copyright, design rights (and all similar or related rights existing anywhere in the world, whether registered or not and including any applications for the same) in materials, equipment, tools, dies, moulds, drawings, specifications, data and software.

Loss(es) means all direct, indirect or consequential liability, all losses, damages, expenses, costs, claims, proceedings, or demands including legal and other professional expenses.

Purchase Order means the individual official numbered purchase order placed by the Company on these terms and conditions and any Special Conditions, or multiple purchase orders placed by the Company in relation to a specific agreement.

Seller means the company, partnership or person selling the Supplies.

Supplies means all articles, materials, goods, work or services specified in the Purchase Order or as may be amended from time to time.

Special Conditions means any terms and conditions attached or referred to in a Purchase Order, in the Supplier Handbook where provided to the Supplier, or attached to these terms and conditions.

Specification means any specification of the Supplies referred to in a Purchase Order.

Supplier Handbook means a document provided to the Supplier by the Company setting out requirements with which the Supplier shall comply in the supply of goods or services.

2. GENERAL

2.1 These terms and conditions along with such industry standard terms as the parties may agree in writing shall apply are the only terms and conditions upon which the Company is prepared to deal with the Seller and they shall govern and are incorporated in to every contract for the purchase of Goods made by or on behalf of the Company (provided that in the event of contradiction between these terms and conditions and such agreed industry standard terms, the former shall prevail).. They apply to the entire exclusion of all and prevail over other terms or conditions (whether or not in conflict or inconsistent with these terms and conditions), including those of the Seller, or which are implied by trade custom, practice or course of dealing, unless specifically excluded or varied in writing by an authorised representative of the Company and any purported provisions to the contrary are hereby excluded or extinguished.

2.2 Each Purchase Order for Supplies by the Company from the Seller shall be deemed to be an offer by the Company to purchase Supplies subject to these terms and conditions. All orders placed on a Purchase Order by the Company shall, where Purchase Orders for the same or similar Supplies have been placed by the Company with the Seller in the past, be deemed to have been accepted by the Seller unless (where the Seller has not already agreed to provide future Supplies) the Seller sends written notification to the Company within five days of the date of the Purchase Order. No Purchase Order shall bind the Company unless and until it bears a Purchase Order number.

2.3 No terms or conditions endorsed upon, delivered with or contained in the Seller’s quotation, acknowledgement or acceptance of order, specification or similar document will form part of the Contract and the Seller waives any right which it otherwise might have to rely on such terms and conditions.

2.4 The Company may provide forecasts of its likely requirements of Supplies ("Forecasts") for one or more months following the month in which the Forecast is placed. While the Company shall endeavour to provide accurate Forecasts, it shall not be bound by any Forecasts and any Purchase Order may vary from the Forecast to which it relates. The Seller agrees to accept future Purchase Orders pursuant to Forecasts placed (whether or not changed by the Company).

2.5 The Company shall be under no responsibility to accept delivery of Supplies for which a Purchase Order has not been properly provided by the Company. Deliveries of Supplies other than in accordance with a Purchase Order may (at the Company’s option) be returned to the Seller at the Seller’s expense and risk.

2.6 In the event of any conflict between the terms of these terms and conditions and the Special Conditions, the latter shall prevail.

3. VARIATION

These terms and conditions apply to all of the Company’s purchases and any variation to these terms and conditions shall have no effect unless expressly agreed in writing and signed by a duly authorised signatory of the Company. No action on the part of the Company, whether by accepting the Supplies or otherwise, shall be construed as an acceptance of any other terms and conditions.

4. SPECIFICATION, DESCRIPTION, SAMPLE AND INTELLECTUAL PROPERTY RIGHTS

4.1 The Supplies will be in conformity with the specifications, drawings, samples or other descriptions of the Supplies contained or referred to in the Purchase Order or otherwise supplied to the Seller by the Company in writing. Any Intellectual Property Rights in any work commissioned by the Company or developed by the Seller to complete an order (or used by the Seller specifically in the manufacture of the Supplies) (together, "Company Property") shall be the exclusive property of the Company. The Seller shall not use or disclose any such specification, description or sample or any such Intellectual Property Rights except to the extent necessary to fulfil its obligations under the Contract.

4.2 The Seller shall keep all Company Property in safe custody at its own risk insured for its full replacement value against all risks and maintained and kept in good condition by the Seller until returned to the Company and shall not dispose of any of it other than in accordance with the Company’s written instructions, nor shall such items be used otherwise than as authorised by the Company in writing.

4.3 The Seller shall do all such acts and execute all such documents as the Company may require to assign to it all Intellectual Property Rights described in Condition 4.1 above.

5. QUALITY

5.1 The Supplies shall be of the best available design quality, material and workmanship, without fault and conform in all respects with the Purchase Order and specification and/or patterns or samples supplied or advised by the Company to the Seller. All animal feeds which Seller supplies must be produced and supplied by certificated participants of schemes listed on the AIC website: www.agindustries.org.uk.

5.2 The Company’s rights under these terms and conditions are in addition to the statutory conditions implied in favour of the Company by the Sale of Goods Act 1979.

5.3 At any time prior to or promptly following delivery of the Supplies to the Company, the Company shall have the right to inspect and test the Supplies. If the Company believes that the Supplies do not conform or are unlikely to conform with the Purchase Order or to any specifications and/or patterns or samples supplied or advised by the Company to the Seller, the Company shall inform the Seller and the Seller shall immediately take such action as is necessary to ensure conformity and in addition the Company shall have the right to require and witness further testing and inspection.

5.4 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Supplies and any such inspection or testing shall not diminish or otherwise affect the Seller’s obligations under the Contract.

5.5 If any of the Supplies fail to comply with the provisions set out in condition 5.1 the Company shall be entitled to avail itself of any one or more remedies listed in condition 14 and all such rights and remedies shall be available on a cumulative basis.

6. WARRANTY

6.1 The Seller warrants to the Company that (i) any Supplies performed by the Seller will be provided or performed by or using appropriately qualified and trained personnel, provided or performed with due care and diligence and to such high standard of quality as is reasonable for the Company to expect in all the circumstances; (ii) the Supplies shall be fit for any purpose held out by the Seller or made known to the Seller or for which the are commonly used; (iii) the Supplies shall be of the best available design and durability, of the best quality, material and workmanship, be without fault (whether in design, material and/or workmanship) and conform in all respects with the Purchase Order and Specification and/or patterns or samples supplied or advised by the Company to the Seller; and (iv) the Seller shall comply with all statutory requirements and regulations relating to the sale of the Supplies and the services performed.

6.2 The Seller further warrants that it shall comply with all relevant health and safety and environmental legislation and shall ensure that, when in the course of delivering the Supplies it or its agents attend the Companies premises, it and its agents shall comply with all reasonable instructions of the Company in respect of health and safety and environmental matters.

6.3 The Seller further warrants that it shall comply with the Company’s Ethical Labour Policy as provided to the Supplier from time to time and on request.

7. TERMINATION

7.1 The Company may cancel a Purchase Order in respect of all or part only of the Supplies by giving notice to the Seller at any time prior to delivery or performance, in which event the Company’s sole liability shall be to pay the Seller the value for the work in progress relating to the supply of such Supplies, up to a maximum amount of the price for the Supplies in respect of which the Company has exercised the right of cancellation, less any amount obtained by the Seller for selling on such Supplies or work in progress (it being deemed for these purposes that any sales of Supplies made by the Seller to a third party shall be treated as first sold from Supplies, or work in progress, cancelled by the Company).

7.2 The Company may terminate the Contract immediately by notice to the Seller and without liability to the Seller if at any time:-

(i) the Seller commits a material breach of any of the terms and conditions of the Contract; or

(ii) the Seller makes a voluntary arrangement with its creditors or becomes the subject of an administration arrangement order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

(iii) the Seller has a receiver or manager, administrator or administrative receiver appointed of any of its property or assets; or

(iv) a resolution is passed or a petition presented to any court for the winding-up of the Seller or for the granting of an administration order in respect of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller; or

(v) the Seller ceases or threatens to cease to carry on business; or

(vi) the financial position of the Seller deteriorates to such an extent that in the opinion of the Company the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy; or

(vii) the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly; or

(viii) there is a change in control of the Company or the Seller. For the purpose of this condition, "control" means the ability to direct the affairs of another whether by voting or contractual rights or otherwise and whether directly or indirectly; or

(ix) the Seller sells or otherwise disposes of goods which bear trademarks or other intellectual property belonging to or licensed to the Company; or

(x) the Seller is in breach of its obligations herein and where such breach is capable of remedy, has not been remedied within 15 days of the Company notifying the Seller of such breach.

7.3 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Company accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

8. INDEMNITY AND INSURANCE

8.1 The Seller shall indemnify and keep indemnified the Company, its agents, employees, officers, subsidiaries, associated companies and assigns in full against all Losses in respect of (i) defective workmanship, quality or material breach; (ii) any infringements of Intellectual Property Rights arising out of the purchase, sale or use of any Supplies except to the extent that any such claim arises from strict compliance by the Seller with a specification or design supplied by the Company (iii) any claim made against the Company in respect of any Loss sustained by the Company’s employees or agents or by any customer or third party to the extent that such Loss was caused by, relates to or arises from the Supplies; (iv) any liability under the Consumer Protection Act 1987 in respect of the Supplies; and (v) any act or omission of the Seller, its employees, agents or subcontractors in supplying, delivering and installing the Supplies and the performance of any services which form part of the Supplies or any other services, save in so far as such Losses arise directly from the Company’s negligence.

8.2 The Seller shall effect and maintain insurance with a substantial and reputable insurance company to cover its liabilities under this contract or under statute for at least £5 million in respect of any one occurrence, the number of occurrences being unlimited. The Seller will, on request, produce evidence of any relevant policies to meet these obligations.

8.3 Neither party excludes or limits its liability for personal injury, death or for fraud or fraudulent misrepresentation.

9. PRICE

9.1 The price of the Supplies shall be as stated in the Purchase Order (or Special Conditions as the case may be) and shall be exclusive of any applicable value added tax (which shall only be payable by the Company on receipt of a valid VAT Invoice); and inclusive of all charges for packaging, carriage, insurance and delivery of the Supplies to the Delivery Address and any duties, taxes or levies other than Value Added Tax unless otherwise stated in the Purchase Order or Special Conditions.

9.2 The Company shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its own terms and conditions of sale.

10. PAYMENT

10.1 The Seller shall invoice the Company at the address set out on the front of the Purchase Order after delivery of the Supplies and each invoice and packing list shall quote the Purchase Order number, item number(s) and line item number(s).

10.2 The Company shall, except in the event of a dispute and subject to receipt of the necessary invoice, pay for the Supplies within one month following the end of the month of receipt of invoice or by such other time as may be agreed between the parties and where the Company fails to make payment by the agreed date for payment the Seller shall be entitled to charge simple interest on the overdue amount from the agreed date for payment up to the date of actual payment at the annual rate of 2% above the base lending rate of Barclays Bank Plc. The parties agree that this constitutes a substantial remedy in the meaning of the Late Payments of Commercial Debts (Interest) Act 1998 (as amended) and that it therefore applies in place of and to the exclusion of remedies set out in that act.

10.3 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Seller to the Company or any other subsidiary (and for the purposes of this Condition 10.3 "subsidiary" shall mean any company in which the Company or Associated British Foods plc, or in which any company wholly owned by Associated British Foods plc, holds 50% or more of the share capital) against any amount payable by the Company to the Seller under the Contract.

10.4 If the Seller operates or has its seat, or if the Contract is performed (in whole or in part), in a Eurozone country (as constituted at the date of this Contract) ("Affected Country"), or the Contract specifies payment to be made in EUR, then the Company may satisfy its obligations as to payment by means of payment in GBP or USD (at the Company’s discretion) into a UK bank account in the name of the Seller, only if (i) the Affected Country exits the Eurozone and foreign exchange controls are implemented which prohibit the Company from satisfying its obligations in EUR; or (ii) the EUR as a currency ceases to exist.

10.5 If the provisions of Condition 10.4 are triggered and the Company makes payment to the Seller in GBP/USD to a UK bank account, the applicable conversion rate shall be the average EUR to GBP/USD (as relevant) exchange rate reported in the Financial Times over the six (6) months ending on the date on which the events set out in Condition 10.4(i) and 10.4(ii) occurred.

11. DELIVERY / ACCEPTANCE/ PERFORMANCE

11.1 Delivery shall be made by the Seller, carriage paid, on the date set out in the Purchase Order to the Delivery Point. The Company accepts no responsibility for Supplies delivered outside specified times and unless otherwise stipulated by the Company in the Purchase Order, deliveries shall only be accepted by the Company in normal business hours.

11.2 An advice/delivery note quoting the Seller’s name and the Purchase Order number: (and Seller’s stock number) and any additional information in the Special Conditions must accompany each delivery or consignment of Supplies and must be displayed prominently on each delivery or consignment. Where the Special Conditions requires a Certificate of Analysis, manufacturer’s batch number or other manufacturing records, for traceability, these should not be attached to the advice/delivery note but should be sent to the Seller Assurance team.

11.3 Unless agreed in writing the Company shall not be obliged to return any packaging or packaging materials. December 2016 version

11.4 If the Supplies are to be delivered in instalments the Contract must, unless otherwise agreed by the Company in writing, be treated as a single Contract and not severable.

11.5 Without prejudice to any liability the Seller may have, the Seller must report immediately to the Company the occurrence of any event either within or beyond its control which is likely to affect delivery of the Supplies.

11.6 Time is of the essence as to the delivery of the Supplies.

12. TITLE

On proper delivery of the Supplies to the Delivery Point, all risk, property and title in the Supplies shall pass to the Company without prejudice to any right of rejection. Where payment has been made before delivery, property in the Supplies shall, on payment by the Company, vest immediately in the Company. Risk shall pass to the Company when the Supplies are properly delivered to the Delivery Address/properly performed.

13. FORCE MAJEURE

The Company reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Supplies ordered if it is prevented from or delayed or hindered in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, terrorism or the threat of terrorism war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), unexpected cost increases or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials or the amendment or coming into force of any legal provision adversely affecting the Company in relation to the supply of Supplies, including any Economic Sanctions Law.

14. REMEDIES

Any remedy available to the Company is cumulative and is not in lieu of any other remedy. Without prejudice to any other right or remedy which the Company may have, if any Supplies are not supplied in accordance with, or the Seller fails to comply with, any of the terms of this Contract or if any Purchase Order is not or is only partially fulfilled by the agreed delivery date, the Company shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Supplies have been accepted by the Company:

14.1 to accept the Supplies;

14.2 to rescind the Contract or to cancel that Purchase Order in respect of those Supplies that have not been delivered on time;

14.3 to reject the Supplies (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that the price for the Supplies shall be December 2016 version

apportioned accordingly, and a full refund for the Supplies so returned shall be paid forthwith by the Seller;

14.4 at the Company’s option to give the Seller the opportunity at the Seller’s expense either to remedy any defect in the Supplies or to supply replacement Supplies and carry out any other necessary work to ensure that the terms of the Contract are fulfilled within a time limit specified by the Company;

14.5 to refuse to accept any further deliveries of the Supplies but without any liability being owed to the Seller;

14.6 to carry out at the Seller’s expense any work necessary to make the Supplies comply with the Contract; and

14.7 to claim such damages as may have been sustained in consequence of the Seller’s breaches of the Contract.

14.8 to attend the Seller’s premises to inspect and/ or uplift goods and materials.

15. DATA PROTECTION

In providing the Supplies, the Seller may process (albeit incidentally) personal data in respect of which the Buyer is the data controller on behalf of the Buyer. In processing any such personal data, the Seller shall comply with all applicable data protection and privacy laws and regulations including without limitation, the provisions of the Data Protection Act 1998 (the "DPA") and not by any act or omission cause the Buyer to breach any such laws or regulations. Where, in connection with this Contract, the Seller processes personal data on the Buyer’s behalf it shall: (a) implement appropriate technical and organisational measurers to protect the personal data against accidental or unlawful processing; (b) provide the Buyer with full co-operation and assistance in allowing data subjects to have access to that data and/or to ensure that the data is deleted or correct if they are incorrect; and (c) not process the data other than as instructed by the Buyer. For the purposes of this Condition "processing", "personal data", "data controller" and "data subject" are as defined in the DPA.

16. ASSIGNMENT AND SUBCONTRACTING

16.1 The Company may assign the Contract or sub-contract the whole or any part thereof to any person, firm or company.

16.2 The Company shall be entitled to assign, transfer or sub-contract any of its rights or obligations under these terms and conditions.

16.3 The Seller shall not assign or transfer the whole or any part of the Contract or subcontract the production or supply of any Supplies to be delivered under this Contract without the prior written consent of the Company, but where the Seller does sub-contract its obligations under the Contract, with or without consent of the Company, the Seller shall retain liability for such production or supply as if the Seller had produced or supplied the Supplies itself. December 2016 version

17. MISCELLANEOUS

17.1 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

17.2 The Contract may only be varied by the written agreement of both parties (and in the case of the Company) must be signed by a director of the Company’s behalf.

17.3 If any provision of the Contract is held to be unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

17.4 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

17.5 Any notice required or permitted to be given by either party to the other under this Contract shall be in writing addressed to the other at its registered office or principal place of business.

17.6 Any notice hereunder shall be deemed to have been duly given if delivered personally or sent by prepaid first class post (airmail if to an address outside the United Kingdom) fax to the party concerned at the address referred to in condition 16.5. In the absence of evidence of earlier receipt, any such notice shall be deemed to have been given:

(a) if left personally, when left at the address referred to in condition 17.5;

(b) if sent by pre-paid first-class post two days after posting;

(c) if sent by air mail, six days after posting;

(d) if sent by fax, when clearly and legibly received in full.

17.7 Each party acknowledges that it may have access to, and become acquainted with confidential information relating to the business or affairs of the other party and, in respect of the Seller, Intellectual Property Rights in Company Property (together, "Confidential Information"). Subject to the usual common law exclusions, each party specifically agrees that it will keep confidential, and will not use for any purpose other than the performance of this Agreement, and will not without the prior written consent of the other disclose, directly or indirectly, to any third party, any Confidential Information.

17.8 Where the Seller supplies the Company with Confidential Information the Seller agrees that the Company may disclose such information to a third party under conditions of confidentiality.

17.9 Nothing in these Conditions shall create or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of one party shall be deemed to be or become an employee of the other party.

17.10 The Seller shall not use the Company’s name for the purpose of advertisement or publicity without the Company’s consent.

17.11 In the event of any disputes arising out of or in relation to this Contract, without prejudice to any rights either party may have (including but not limited to the right to obtain injunctive relief and any right of the Company if it reasonably believes that the Seller has repudiated the Contract or is in material breach), either party may request that the parties attempt to settle it first by negotiation. If the parties have not settled such dispute within 21 days of the commencement of negotiations the parties will attempt to settle it by referring the matter to their respective general manager (or other relevant senior manager as may be agreed by the parties) who will attempt to resolve such dispute.

18. ETHICAL TRADING, ANTI-BRIBERY AND SANCTIONS COMPLIANCE

18.1 In accordance with the Company’s commitment to sustainable and ethical business practices the Seller warrants and represents that in connection with any matter arising under or pursuant to any Contract it shall (i) protect its workers' rights, including by ensuring: safe and hygienic working conditions, freedom of association, living wages are paid, working hours are not excessive, no discrimination is practised, no harsh or inhumane treatment is allowed and no child labour is used; (ii) ensure environmental management programmes are in place (iii) (without prejudice to Condition 18.2) not offer, promise, give or receive any improper financial payment and/or other improper advantage to or from any person, customer or supplier; (iv) not make or offer, directly or indirectly, any payment, gift or other advantage to a public official with the intention of influencing them and obtaining or retaining an advantage in the conduct of business; and (v) comply with the Company’s latest Code of Conduct from time to time, the latest version of which may be found in the Annex to this document.

18.2 In addition, the Seller:

(a) shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (all of the aforesaid being "Relevant Requirements");

(b) shall have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate; and

(c) shall on request by the Company certify to the Company in writing signed by an officer of the Seller, compliance with this Condition 18.2 by the Seller and all persons associated with it. The Seller shall provide such supporting evidence of compliance as the Company may reasonably request;

(d) warrants that neither it nor, to its knowledge, its officers, employees, nor any person involved by or for it in the performance of any Contract is a Sanctioned Person; and

(e) shall comply with Economic Sanctions Law in all respects related to the performance of this Contract and shall not have any dealings or transactions with any Sanctioned Person (including in respect of any further sale of the Supplies) if such dealings or transactions would cause the Buyer to be in violation, or to be subject to a risk of punitive measures being imposed pursuant to, any Economic Sanctions Law.

18.3 For the purposes of these terms and conditions:

"Sanctioned Person" means any person, organisation or vessel

(i) designated on the United Nations Consolidated Lists, the Consolidated List of Financial Sanctions Targets maintained by the UK HM Treasury, the Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, the US Government’s Denied Persons List, Entities List, Debarred Parties List and Terrorism Exclusion List or on any list of targeted persons issued under the Economic Sanctions Law of any other country (including the European Union);

(ii) that is, or is part of, a government of a Sanctioned Territory;

(iii) owned or controlled, directly or indirectly, by, or acting on behalf of, any of the foregoing;

(iv) incorporated within, located within or operating from a Sanctioned Territory and subject to any Economic Sanctions Law; or

(v) otherwise targeted under any Economic Sanctions Law.

"Economic Sanctions Law" means any laws, regulations, or other binding measures of the European Union, any EU member states, the United Nations, the United States of America or any other jurisdiction applicable to the Parties which relates to economic or trade sanctions, export controls, non-proliferation, anti-terrorism or similar restrictions.

"Sanctioned Territory" means any country or other territory subject to a general export, import, financial or investment embargo under Economic Sanctions Law from time to time, including without limitation Iran, Myanmar, Sudan, Syria, North Korea and Russia/Ukraine.

19. GOVERNING LAW

The Contract and any dispute or claim arising out of or in connection with it, or its subject matter or formation, whether of a contractual or non-contractual nature, shall in all respects be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts, including (without limitation) in respect of any application for injunctive or ancillary relief.

Supplier Code of Conduct

As an international business with suppliers and representatives the world over, we accept that we have a duty to trade responsibly.

We therefore want to ensure that those people with whom we deal and in particular our suppliers and our representatives live up to our values and standards and share that responsibility.

Accordingly, suppliers and representatives should comply with and seek to develop relationships with their own supply chains consistent with the principles set out below and should be compliant with all local laws and the following principles as a minimum.

Our principles are as follows

1. Employment is freely chosen

2. Freedom of association and the right to collective bargaining are respected

3. Working conditions are safe and hygienic

4. Child labour shall not be used

5. Land Acquisition

6. Living wages are paid

7. Working hours are not excessive

8. No discrimination is practised

9. Regular employment is provided

10. No harsh or inhumane treatment is allowed

11. Confidentiality

12. No bribery or corruption will be tolerated

13. Environmental management

14. Quality

15. Audit and termination of agreements

1. Employment is freely chosen

There is no forced or compulsory labour in any form, including bonded, trafficked, or prison labour.

Workers are not required to lodge ‘deposits’ or their identity papers with their employer and are free to leave their employer after reasonable notice.

2. Freedom of association and the right to collective bargaining are respected

Workers, without distinction, have the right to join or form trade unions of their own choosing and to bargain collectively. The employer adopts an open attitude towards the activities of trade unions and their organisational activities. Workers, representatives are not discriminated against and have access to carry out their representative functions in the workplace.

Where the right to freedom of association and collective bargaining is restricted under law, the employer facilitates, and does not hinder, the development of parallel means for independent and free association and bargaining.

3. Working conditions are safe and hygienic

A safe and hygienic working environment shall be provided, bearing in mind the prevailing knowledge of the industry and of any specific hazards. Adequate steps shall be taken to prevent accidents and injury to health arising out of, associated with, or occurring in the course of work, by minimising, so far as is reasonably practicable, the causes of hazards inherent in the working environment. Workers shall receive regular and recorded health and safety training and such training shall be repeated for new or reassigned workers.

Access to clean toilet facilities and to potable water, and, if appropriate, sanitary facilities for food storage shall be provided. Accommodation, where provided, shall be clean, safe, and meet the basic needs of the workers.

The company observing the code shall assign responsibility for health and safety to a senior management representative.

4. Child labour shall not be used

There shall be no recruitment of child labour.

Companies shall develop or participate in and contribute to policies and programmes which provide for the transition of any child found to be performing child labour to enable her or him to attend and remain in quality education until no longer a child.

Children and young persons under 18 shall not be employed at night or in hazardous conditions.

Policies and procedures shall conform to the provisions of the relevant International Labour Organization (ILO) standards.

A child is defined as any person less than 15 years of age, unless local minimum age law stipulates a higher age for work or mandatory schooling, in which case the higher age would apply. If, however, local minimum age law is set at 14 years of age in accordance with developing country exceptions under ILO Convention 138, the lower age will apply.

A young person or young worker is defined as any worker over the age of a child as defined above and under the age of 18.

5. Land Acquisition

We adhere to the principle of free, prior and informed consent of all communities when acquiring land. The rights of communities and traditional peoples to maintain access to land and natural resources will be recognised and respected.

6. Living wages are paid

Wages and benefits paid for a standard working week meet, at a minimum, national legal standards or industry benchmark standards, whichever is higher. In any event wages should always be enough to meet basic needs and to provide some discretionary income.

All workers shall be provided with written and understandable information about their employment conditions in respect to wages before they enter employment and about the particulars of their wages for the pay period concerned each time that they are paid.

Deductions from wages as a disciplinary measure shall not be permitted nor shall any deductions from wages not provided for by national law be permitted without the expressed permission of the worker concerned. All disciplinary measures should be recorded.

7. Working hours are not excessive

Working hours comply with national laws and benchmark industry standards, whichever affords greater protection.

In any event, workers shall not on a regular basis be required to work in excess of 48 hours per week and shall be provided with at least one day off for every seven-day period on average. Overtime shall be voluntary, shall not exceed 12 hours per week, shall not be demanded on a regular basis and shall always be compensated at a premium rate.

8. No discrimination is practised

There is no discrimination in hiring, compensation, access to training, promotion, termination or retirement based on race, caste, national origin, religion, age, disability, gender, marital status, sexual orientation, union membership or political affiliation.

9. Regular employment is provided

To every extent possible work performed must be on the basis of a recognised employment relationship established through national law and practice.

Obligations to employees under labour or social security laws and regulations arising from the regular employment relationship shall not be avoided through the use of labour-only contracting, subcontracting, or home-working arrangements, or through apprenticeship schemes where there is no real intent to impart skills or provide regular employment, nor shall any such obligations be avoided through the excessive use of fixed-term contracts of employment.

10. No harsh or inhumane treatment is allowed

Physical abuse or discipline, the threat of physical abuse, sexual or other harassment and verbal abuse or other forms of intimidation shall be prohibited.

11. Confidentiality

The confidentiality of information exchanged in the course of business must be respected and never be used for illegal purposes or for individual gain. False information must not be given in the course of commercial negotiations.

12. No bribery or corruption will be tolerated

The offering, paying, soliciting or accepting of bribes or kickbacks, including facilitation payments, is strictly prohibited.

A bribe may involve giving or offering any form of gift, consideration, reward or advantage to someone in business or government in order to obtain or retain a commercial advantage or to induce or reward the recipient for acting improperly or where it would be improper for the recipient to accept the benefit.

Bribery can also take place where the offer or giving of a bribe is made by or through a third party, e.g. an agent, representative or intermediary.

Some examples of bribes are as follows. This is not an exhaustive list:

  • lavish gifts, meals, entertainment or travel expenses, particularly where they are disproportionate, frequent or provided in the context of ongoing business negotiations;
  • the uncompensated use of company services, facilities or property;
  • cash payments; loans, loan guarantees or other credit;
  • the provision of a benefit, such as an educational scholarship or healthcare, to a member of the family of a potential customer, public or government official;
  • providing a subcontract to a person connected to someone involved in awarding the main contract; and engaging a local company owned by a member of the family of a potential customer, public or government official.

Facilitation payments are small payments or fees requested by government officials to speed up or facilitate the performance of routine government action (such as the provision of a visa or customs clearance). Such payments are strictly prohibited.

Suppliers, representatives and their employees must comply with all applicable anti-bribery and corruption laws. If no such anti-bribery or corruption laws apply or are of a lesser standard to that prescribed in the UK Bribery Act 2010, suppliers, representatives and their employees must adhere to the UK Bribery Act 2010.

Suppliers and representatives shall have in place anti-corruption and bribery procedures designed to prevent employees or persons associated with its business from committing offences of bribery or corruption. Suppliers and representatives will properly implement these procedures into their business and review them regularly to ensure that they are operating effectively.

13. Environmental management

We support and encourage operating practices, farming practices and agricultural production systems that are sustainable. The supplier and representatives will continually strive towards improving efficiency and sustainability of their operations which will include water conservation programmes.

The following aspects of environmental management will be included in the supplier assessment:

  • there should be a company environment representative;
  • the company should be aware of and able to demonstrate compliance with all current legislation that may affect its activities;
  • the company should conduct an environmental review and consider all aspects of it products and services; and
  • any enforcement, improvement or prohibition notices served on the site within the last three years.

14. Quality

Any goods supplied shall be without fault and of the best available design, quality, material and workmanship, be fit for any purpose held out by the supplier and representatives or made known to the supplier and representatives or for which they are commonly used and shall conform in all respects with any order and specification and/or patterns or samples supplied or advised by the supplier and representatives.

Any services supplied shall be provided by appropriately qualified and trained personnel, with due care and diligence, to such high standard of quality as is reasonable for us to expect in all circumstances and shall conform in all respects with any order.

15. Audit and termination of agreements

ABF reserves the rights to verify the supplier’s and representative’s compliance with the Code. Where supplier and representative reviews or audits demonstrate shortcomings in any of these areas, the supplier and representative should strive to implement a time-bound programme of improvement (remediation) leading to conformance.

In the event that we become aware of any actions or conditions not in compliance with the Code, we reserve the right to request corrective actions. ABF reserves the right to terminate an agreement with any supplier and representatives that does not comply with the Code.