Purchase Order T&Cs

Below, you will find Hyve's standard purchase order terms and conditions.

You are a supplier of the goods and/or services (Goods and Services) set out in our order. You have agreed to supply the Goods and Services of the nature, in the quantity and quality and at the cost set out in the order and on the terms and subject to the conditions set out below. You acknowledge that in certain cases Goods and Services may be provided to a specific event (Event) of for the benefit of another company within the Hyve group (Hyve Group Company).

The order and these Purchase Order Terms and Conditions together constitute the Agreement between you and us (Agreement). The Agreement (and any other terms set out above) is the only agreement between us. No terms contained in or referred to in your quotation, acknowledgement of order or elsewhere or implied by trade, custom, practice or course of dealing shall form part of this Agreement. However, we have relied upon any pre-agreement representations you have made in relation to the goods and/or services to be provided. Where we and you have entered into a long form, bespoke negotiated agreement, the terms of that agreement will prevail.

1 SUPPLY OF GOODS

1.1 In relation to any goods to be supplied as part of the Goods and Services, you undertake that those goods:

(a) shall be delivered by the agreed date for delivery (Delivery Date), at no cost to us (unless specifically agreed in writing), to the address(es) as reasonably notified by us from time to time (Location) and in accordance with our instructions. Time is of the essence in relation to each such supply;

(b) (where goods are purchased) will be new and supplied in first class condition;

(c) (where goods are purchased) are guaranteed in writing and under warranty for a period of at least one year from the date of delivery to us;

(d) must be properly packaged (suitable for storage by us) and shall reach the Location in first class condition. Such packaging shall be in accordance with all relevant rules and regulations in relation to packaging and any other specific instructions we give you. You further undertake on request to collect, remove and properly dispose of any packaging delivered with such goods at no cost to us;

(e) will be free of any branding (including third party markings or sponsorship) other than standard branding which appears on all such goods; and

(f) will be marked with the purchase order number and such other information as we require.

1.2 Where goods are to be delivered to any person other than us (on our written instruction), delivery will not be deemed to be made until we have given written receipt for such goods or you have given us written notification of delivery.

2 PURCHASE

2.1 Where any goods are to be purchased, title and risk to those goods will pass to us on the completion of the proper delivery of the goods to the Location (or such other addresses nominated by us). Delivery will be deemed to be effected 48 hours after delivery of goods to us (in accordance with the terms of the order) unless you have been notified by us that the goods have been rejected either prior to or following this time.

3 HIRE

3.1 Where any goods are to be hired:

(a) we shall enjoy quiet possession of such goods during the period of hire (Hire Period) which shall begin when those goods are delivered in accordance with the requirements of the order and shall end on the agreed date for collection (Collection Date) or when we inform you that such goods are no longer required and should be removed, whichever is the earlier;

(b) you shall immediately procure the replacement of any broken, faulty or missing goods or undertake any repairs to the goods required by us, at any time following the delivery of such goods, on demand and at your cost. Time shall be of the essence in relation to such replacement or repair;

(c) risk and title to the goods remain with you at all times. You remain at all times responsible for all losses and/or damage to such goods, except where such loss or damage arises out of our negligence or wilful default. You shall insure such goods against any and all losses, damage or theft during the Hire Period;

(d) you shall remove the goods at your cost on the Collection Date, at the time, if any specified by us or by such earlier date as we specify to you.

4 SUPPLY OF SERVICES

4.1 In relation to any services to be supplied as part of the Goods and Services, you undertake you will:

(a) perform those services in a professional manner with all due care and skill, to the best of your ability and to the standard required by us;

(b) comply with any reasonable directions given by us from time to time in respect of the nature and scope of the services;

(d) ensure that your employees, agents and contractors engaged to provide those services are competent and have the skills, qualifications and experience required to perform the services to the standards required by us; and

(e) be responsible for the acts or omissions of your employees, agents and contractors in performing those services.

5 OUR INSTRUCTIONS

5.1 In the supply of the Goods and Services, You shall:

(a) comply with our instructions; and

(b) where the provision of any services requires access to a specific location comply with all our instructions in relation to the access and behaviour of you, your employees, agents or contractors to and at any location including our health and safety policies and relevant code(s) of conduct.

6 INSPECTION

6.1 All Goods and Services will be subject to inspection by us or our representative within a reasonable time following delivery or, in the case of any services, upon completion.

6.2 Where the Goods and Services (or any aspect of them) are defective in any manner or in any way fail to comply with the any agreed description or specifications (Specification) or fail to meet any other requirement set down for such Goods and Services in this Agreement, we may reject the Goods and Services.

6.3 If we are entitled to reject any goods supplied as part of the Goods and Services, we may at our option reject the whole or only part of any consignment. We may at our option:

(a) pay only for the goods we accept and terminate the Agreement in relation to the balance of any goods;

(b) require you to redeliver all or part of the goods rejected; and/or

provided that we shall only be required to pay for those goods that we accept.

6.4 If we are entitled to reject any services supplied as part of the Goods and Services, we may at our option reject the whole or only part of any services. We may at our option:

(a) pay only for the services we accept and terminate the Agreement in relation to the balance of any services; and/or

(b) require you to perform again all or part of the services rejected,

provided that we shall only be required to pay for those services that we accept.

6.5 Acceptance by us of the Goods and Services shall not prevent us from being entitled to take any action against you for any defect in the Goods and Services.

6.6 You will be liable for all expenses incurred by us in returning, correcting or replacing defective Goods and Services.

7 SUSTAINABILITY

7.1 You acknowledge the importance of complying with best practice in environmental, social and corporate governance matters. You will ensure your business practices (and in particular the supply of Goods and Services) comply with our environmental social and governance policies (ESG Policies) in force from time to time. Where we make changes to the ESG Policies or introduce new ESG Policies after you have started the supply of Goods and Services to us you and we will work together in good faith to ensure compliance with those new policies so far as reasonably practical as soon as reasonably practical.

8 PAYMENT

8.1 Except where otherwise set out in the order we will pay you the price set out in the order (Price) within 30 days from the receipt of an invoice from you provided that:

(a) such invoice is issued after the delivery or completion of the supply of all Goods and Services;

(b) the Goods and Services have been provided to our satisfaction;

(c) where there is more than one payment, each payment shall be made no earlier than the date set out for payment in the order;

(d) contains the purchase order number and such other information required by us;

(e) the invoice is a valid tax invoice.

8.2 Invoices should be emailed to us at the email address [email protected] with a copy sent to the email address of your primary contact with us. You should retain any email read receipt confirmation as evidence of our receipt of the relevant invoice.

8.3 Unless otherwise specified, we will pay VAT or equivalent sales tax on the Price (if payable) following receipt of a valid VAT (or equivalent) tax invoice. You will notify us if VAT or any other sales tax is payable in addition to the Price.

8.4 The Price is the maximum payable to you or any third party for the delivery of the Goods and Services under this Agreement. You will be responsible for payment of:

(a) all costs involved in the manufacture, importation, transportation and, if relevant, storage of any goods;

(b) any taxes, duties or levies (including without limitation VAT, sales taxes or import duties) payable on the supply of any goods;

(c) any taxes, deductions, duties and charges arising from the provision of any services including but not limited to all payments (tax, national insurance and otherwise) due to your employees, agents and contractors,

and to that end, you shall indemnify us against any such costs, taxes, duties or levies payable by us on the supply of the Goods and Services.

8.5 If we have a bona fide dispute in respect of the whole or any part of any invoice, we shall notify you of the nature of such dispute in writing. If we notify you in writing that we dispute the whole or any part of sums payable to you in connection with this Agreement, we shall be entitled to withhold payment of the disputed amount but shall pay the undisputed part. We and you shall co-operate in good faith to resolve the dispute over the invoice as promptly as possible. On settlement of any dispute we shall make the appropriate payment no later than 30 (thirty) days after resolution.

8.6 If we fail to make any payment under this Agreement by the due date for payment then, we shall, on request, pay interest on the overdue amount at the rate of 2% (two per cent) per annum above Bank of England’s base rate from time to time. Such interest shall accrue daily from the due date until actual payment of the overdue amount.

9 WARRANTIES

9.1 Each party warrants to the other that it is free and entitled to enter into this Agreement and to perform the obligations undertaken by it under this Agreement and that it has not entered into any agreement with any third party which might conflict with the terms of this Agreement.

9.2 You warrant and undertake that all Goods and Services:

(a) conform to the Specifications in all respects;

(b) conform to any specifications, drawings, samples or other description furnished to us by you or specified by us from time to time;

(d) are of satisfactory quality;

(e) are of first class material and workmanship;

(f) are free from defect or fault of any kind; and

(g) are free from charge or other encumbrance.

9.3 You warrant that you will act in good faith in all dealings with us.

10 INTELLECTUAL PROPERTY

10.1 Except in so far as any goods comprising the Goods and Services are standard “off-the shelf” products supplied by you prior to the date of this Agreement to third parties and supplied to us without modification, we shall own all Rights in any goods supplied as part of the Goods and Services and arising from the provision of the services.

10.2 You hereby assign to us with full title guarantee (including by way of present assignment of future copyright) any such Rights that become vested in you (by the operation of law or otherwise) for the full duration of such Rights.

10.3 To the extent any such Rights are not assigned to us by virtue of Clause 10.2, you shall hold the same in trust for and shall, at our request immediately unconditionally assign with full title guarantee free of charge, any such Rights to us for the full duration of such Rights and execute any documents and do all acts required by us for the purpose of confirming such assignment. If you fail to execute and deliver any such document or do any such act within 7 (seven) days of any request in writing therefor from us, you irrevocably appoint and authorise us to execute the same on your behalf as your authorised agent.

10.4 You warrant that the Goods and Services do not and will not infringe any Rights of any third party. You must, at your own expense and upon our request investigate and resolve any claim which may be made and defend or assist in defending any proceedings which may be brought against us for any infringement or alleged infringement of any Rights by reason of the sale or use of any Goods and Services.

10.5 You hereby waive your Moral Rights in any goods or arising as a result of providing the services.

10.6 You acknowledge that we or any third party authorised by us may film, photograph or otherwise record at the Location (Recordings) whilst you or any employee are present. You give consent and shall ensure that each of your employees consent to being filmed, photographed or otherwise recorded and for such Recordings to be used by us or such third party without restriction as they see fit. You confirm that no further licences, permissions or payments are required for us or any third party to make use of the Recordings in any format, in any media, for any purpose and in perpetuity and no further payment will be made to you in relation to the use or exploitation of those Recordings.

10.7 Except as otherwise expressly provided, nothing in this Agreement shall give you the right to use any of our Rights. If any Goods and Services which bear our trade marks, logos or branding or the branding of any third party nominated by us (on our request) are returned or rejected or otherwise not accepted by us, you must not sell or otherwise dispose of such goods while still bearing such trade marks, logos or branding.

10.8 You must not, without our prior written consent, represent, hold out, promote or advertise in any way that you have any connection or association with us or the Event and must not describe yourself as a sponsor or an “official supplier” to us or to the Event.

10.9 For the purpose of this Clause 10, Rights shall mean all copyright, design rights, rights in performance and other intellectual property rights in whatever media whether or not registered including (without limitation), database and compilation rights, patents, trade marks, service marks, trade names, registered designs, all other industrial commercial or proprietary rights and any applications for the protection or registration of those rights and all renewals, revivals and extensions existing in any jurisdiction. Moral Rights shall mean those rights set out in sections 77, 80, 84 and 85 of Part IV of the Copyright Designs and Patents Act 1988 including the right to object to or prevent the modification of a work and the right to be identified as the author of a work.

10.10 Where we provide you with any works or materials for your use in connection with the supply of the Goods and Services (“Materials”), you acknowledge that we (or our licensors) shall remain the owners of all Rights in such Materials. We hereby grant you a revocable, non-exclusive, royalty free licence to use, reproduce, modify, alter and integrate the Materials solely in connection with your supply of the Goods and Services.

11 TERMINATION

11.1 This Agreement may be terminated with immediate effect by us by written notice to you given at any time if:

(a) you have committed a material breach of any of the terms hereof and (where such breach is capable of being remedied) shall have failed to remedy the same within 5 (five) days of receiving a notice specifying the breach and requiring its remedy or such shorter period as we consider reasonable in the circumstances;

(b) we have reasonable grounds for believing that you will not be able to supply the Goods and Services in accordance with this Agreement;

(c) any meeting of your creditors is held or any arrangement or composition with or for the benefit of your creditors (including any voluntary arrangement as defined in the Insolvency Act 1986) is proposed or entered into by or in relation to you (other than for the purposes of bona fide reconstruction or amalgamation);

(d) a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over the whole or any substantial part of your assets;

(e) any distress, execution or other process is levied or enforced (and is not discharged within seven days) upon the whole or any substantial part of your assets;

(f) you cease or threaten to cease to carry on business or are or become unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986;

(g) a party proposes or is subject to any arrangement or restructuring plan under Part 26A of the Companies Act 2006;

(h) a resolution is passed, any procedure is commenced, any meeting is convened or any other step is taken (including, without limitation, the making of an application, the presentation of a petition or the filing or service of a notice) with a view to:

(i) you being adjudicated or found insolvent;

(ii) your winding up or dissolution;

(iii) you obtaining a moratorium or other protection from your creditors; or

(iv) the appointment of a trustee, supervisor, administrative or other receiver, administrator, liquidator or similar officer or encumbrancer in respect of you or any of your assets; or

any event analogous to any of the foregoing occurs in any jurisdiction;

(i) if you are an individual, you are insolvent or are the subject of a bankruptcy petition or order or any event occurs, or proceeding is taken, in any jurisdiction that has an equivalent or similar effect;

11.2 We may terminate this Agreement with immediate effect by written notice to you given at any time if:

(a) any event of force majeure as set out in Clause 16.2 continues for a consecutive period of 2 (two) weeks or may, in our reasonable opinion prevent you from providing the Goods and Services as required under this Agreement;

(b) You are providing Goods and Services in relation to a specific Event and that Event is cancelled for any reason.

11.3 We may terminate this Agreement by giving you no less than one month’s notice in writing.

12 EFFECTS OF TERMINATION

12.1 On the expiry or earlier termination of this Agreement

(a) such expiry or termination shall be without prejudice to the rights of the parties accrued prior to such expiry or termination;

(b) you shall be under no further obligation to supply the Goods and Services to us and we shall be under no obligation to accept the supply of the Goods and Services; and

(c) we shall only be required to pay for the Goods and Services accepted by us (and supplied in accordance with this Agreement) at the date of notice of termination.

13 CHANGES

13.1 If our requirements for the Goods and Services change prior to the Delivery Date, we and you will negotiate, in good faith, any changes to be made to the Goods and Services and, if relevant changes to the Location, Price and Delivery Date. In the event that you and we are unable to agree such changes within a reasonable period, we shall be entitled to terminate this Agreement with immediate effect and shall pay you in accordance with Clause 12.1(c).

14 INSURANCE

14.1 You will (at your expense) enter into and thereafter maintain at all times prior to and for a period of 12 months following completion or final delivery of the Goods and Services a comprehensive insurance policy and/or policies free from restrictions (other than restrictions which are imposed on such policies as standard throughout the insurance industry) or nominal excess with a reputable insurance company or companies to cover liability for any claim which may at any time be made in connection with this Agreement or otherwise in connection with any goods or services, which insurance shall cover the following risks: public liability/third party; employers and occupiers liability; equipment (all risks); and professional indemnity, with a minimum cover per claim in each case of not less than the £1,000,000 (one million pounds).

14.2 You shall supply us within 7 (seven) days of any request with a copy of the certificates of insurance confirming the details of the cover provided.

15 INDEMNITIES AND LIABILITY

15.1 You shall fully indemnify and keep us fully indemnified from and against all liabilities, claims, actions, proceedings, loss, damage, costs or expenses suffered or incurred by us in consequence or arising out of:

(a) any breach or non-performance of all or any of the covenants, warranties, representations, obligations, undertakings or agreements on your part contained in this Agreement;

(b) any claim arising as a result of any alleged fault or failure:

(i) in the manufacture and supply of the Goods and Services

(ii) in the Goods and Services themselves; or

(iii) in the use of the Goods and Services; and/or

15.2 We may be entering into this Agreement for the benefit of other Hyve Group Companies and Goods and/or Services you are to supply under this Agreement may be supplied to or purchased for the benefit of other Hyve Group Companies. You acknowledge and agree that where any Hyve Group Company suffers or incurs any actions, proceedings, damages, claims, losses, liabilities, awards, fines, costs or expenses, we may claim under the indemnity in Clause 15.1 as fully as if such actions, proceedings, damages, claims, losses, liabilities, awards, fines, costs or expenses had been suffered or incurred by us.

15.3 You acknowledge that we shall have no liability to you whatsoever whether such liability arises in: contact; tort (including negligence); breach of statutory duty; or otherwise for any: (a) loss of business or opportunity; (b) loss of profit or anticipated profit; (c) loss of contract; (d) loss of revenues or anticipated revenues or savings; (d) depletion of goodwill or similar losses; (e) loss of data or use of data; or (f) consequential, special, exemplary or indirect loss or damage; even if we have been advised of the possibility of such damages or losses.

15.4 We shall not in any event be liable to return moneys received or pay compensation or damages to you or any third party (for whatever reason such compensation or damages may be due) in excess of the Price due but not yet paid at the date such action or claim arises.

15.5 Nothing in this Agreement shall limit or exclude our liability for: personal injury or death caused directly by negligence or any intentional act or omission; fraudulent misrepresentation; or our deliberate personal repudiatory breaches of this Agreement.

16 GENERAL

16.1 Assignment: We may be entitled to assign the rights and obligations set out in this Agreement. You shall not transfer your rights and/or obligations to third parties, whether in whole or in part, without our prior written consent.

16.2 Force Majeure: Neither party shall be liable for its inability to perform any obligation under this Agreement where such inability is caused by civil war, riot, revolution, act(s) of terrorism, sabotage, storm, earthquake, flood, explosion, fire, labour disputes or strikes, pandemic, epidemic, royal demise, royal succession or national mourning, act(s) of government or any other relevant authority (including any travel bans or travel restrictions) or by any other cause not within the reasonable control of the party claiming to be affected. For us, a force majeure event will also include any laws, rules, regulations, instructions, orders or guidance from any relevant authority (including advice from the relevant safety advisory group, licensing authority or any relevant governing body) which would or may: prevent an Event taking place; materially affect the capacity of an Event; or which would impose other restrictions on attendees (including travel restrictions, data capture, quarantine, social distancing measures or other screening); and/or prevent an Event proceeding as originally planned and as a result we choose to cancel the Event. However, a shortage of labour within your workforce or supply chain or any increase in costs will not be considered to be a force majeure event. You will:

(a) notify us as soon as you become aware that any such force majeure event will or may effect your ability to supply the Goods and Services under this Agreement;

(b) use your reasonable endeavours to minimise the effect of any such force majeure event on the performance of your obligations under this Agreement; and

16.3 Data: Each party shall comply with its obligations under the Data Protection Legislation in relation to its collection and processing of any Data. Where you process Data on our behalf:

(a) you will be the data processor of the Data for the purposes of Data Protection Legislation; and

(b) you will enter into and comply with our standard data processing agreement. In particular, you will only process data in accordance with our instructions from time to time.

(c) Any breach of this clause and/or any breach of any of the terms of the data processing agreement shall be deemed to be a material breach of this Agreement.

For the purposes of this Clause 16.3, Data means any personal data (as defined in the Data Protection Legislation) and Data Protection Legislation means all applicable laws relating to the processing of personal data including the following, as amended, extended, re-enacted or replaced from time to time: (a) UK Data Protection Legislation; (b) EC Regulation 2016/679 (the GDPR) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; (c) EC Directive 2002/58/EC on Privacy and Electronic Communications; (d) all local laws or regulations implementing or supplementing the EU legislation mentioned in (b)-(c) above (including the UK Privacy and Electronic Communications Regulations 2003); and (e) all codes of practice and guidance issued by national supervisory authorities, regulators or EU or UK institutions relating to the laws, regulations, UK legislation and EU legislation mentioned in (a)–(d) above. UK Data Protection Legislation means all laws relating to data protection, privacy and/or electronic communications in force from time to time, including the Data Protection Act 2018 and the UK GDPR (as defined in the Data Protection Act 2018).

16.4 Confidentiality: You will not, without our prior written consent, divulge to any third party (except your legal and other professional advisors) information which is by its nature confidential including: this Agreement; the Event; our financial or other affairs; or any other information which we notify to you is confidential (whether or not contained in documents).You will not make any public announcement or divulge any such information: (a) without our prior written agreement; unless you are required to do so by law; or (b) unless such information is in the public domain other than as a result of a breach of your obligations under this Agreement..

16.5 No partnership: Nothing in this Agreement shall be construed as constituting an employment relationship, partnership, joint venture or agency between us and you.

16.6 Invalidity: If any provision of this Agreement is invalid or unenforceable in any jurisdiction it will be deleted (for the purposes of that jurisdiction only) provided that such deletion does not affect: the remaining provisions of this Agreement; the validity or enforceability of that provision in any other jurisdiction; and does not defeat the commercial purpose of this Agreement.

16.7 Entire Agreement: This Agreement sets out the entire agreement and understanding between the parties and supersedes all previous agreements and arrangements between the parties with regard to such transactions. However, we have relied upon any pre-agreement representations you have made in relation to the goods and/or services to be provided. Any confidentiality agreement/non-disclosure agreement entered into between the parties shall remain in full force and effect.

16.8 Waiver: No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

16.9 Amendment: No provision of this Agreement may be amended, waived, modified, discharged or terminated otherwise than by the express written agreement of the parties hereto nor may any breach of any provision of this Agreement be waived or discharged except with the express written consent of the party not in breach.

16.10 Rights Cumulative: The rights and remedies in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

16.11 Third Party Rights: The parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.

16.12 Costs: Each party shall be responsible for its own legal and other costs incurred in relation to the negotiation, preparation and execution of this Agreement.

16.13 Notices: The parties agree that any notice or other communication under this Agreement shall be given by hand or delivered to the other party's address as set out in the order (or such address as advised in writing from time to time). Such notice is treated as having been given and received:

(a) if delivered, on the day of delivery if a business day, otherwise on the next business day;

(b) on the date of receipt if sent by registered mail; and

(c) if sent by e-mail (to the address provided by the relevant party) (and where such notice is being provided to us, with a copy to [email protected]), when received provided that: delivery shall be evidenced by a copy of the relevant e-mail showing the time and date that it was sent together with a read receipt and delivery receipton receipt provided that: such delivery shall be evidenced by a copy of the relevant e-mail showing the time and date that it was sent together with a read receipt and delivery receipt.

For the purposes of this Clause 16.13, “business day” shall mean a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business. For the avoidance of doubt a notice shall not be properly served if sent by fax.

16.14 Anti-Bribery, Anti-Tax Evasion and Modern Slavery: Each party shall comply with all applicable laws, statutes, regulations and codes relating to: (i) anti-bribery, anti-money laundering and anti-corruption including the Bribery Act 2010 and the United States Foreign Corrupt Practices Act 1977 (Anti-Bribery Provisions); (ii) preventing tax evasion including preventing any activity, practice or conduct which would constitute an offence under the Criminal Finances Act 2017; and (iii) modern slavery (including under the Modern Slavery Act 2015 (together Regulations). You shall:

(a) have in place during your own policies and procedures to ensure compliance with the Regulations (and enforce such policies and procedures where necessary);

(b) not engage in any activity, practice or conduct anywhere in the world which would constitute an offence under the Regulations;

(c) comply with any policies notified to you by us (as may be updated from time to time) in relation to the Regulations; and

(d) promptly report to us any breach of the Regulations by you (or any third party engaged by you in relation to the supply of the Goods and Services.

Breach of this Clause 16.14 shall be deemed to be a material breach of this Agreement.

16.15 Survival: The provisions of clause 6.2 to 6.6, 9, 10, 12, 14, 15 and 16 shall survive the expiry or earlier termination of this Agreement.

16.16 Interpretation: Headings are for convenience only and shall not affect the interpretation of this Agreement. Unless the context otherwise requires: words importing the singular include the plural and vice versa; words importing one gender include the other; a reference to this Agreement or another document includes any schedules and any variation or replacement of any of them; references to persons include incorporated and unincorporated bodies, partnerships, joint ventures and associations and vice versa and their legal personal representatives, successors and assigns; a reference to a statute or other law includes regulations and other instruments under it and amendments, re-enactments or replacements of any of them; and the words “include” and “including” shall be construed without limitation.

16.17 Governing Law: This Agreement shall be governed by English law and the parties agree to submit to the non-exclusive jurisdiction of the courts of England.

Purchase Order T&Cs

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