TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

Interpretation
- The following definitions and rules of interpretation apply in the Contract.
  - 1.1 Definitions.
    
    Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
    
    Applicable Laws: all applicable laws, statutes and regulations from time to time in force and, if different, the place at which the Services are provided or to which the Goods are delivered.
    
    Background IPR: any and all Intellectual Property Rights that are owned by or licensed to either party and which are or have been developed independently of the Contract (whether prior to the Commencement Date or otherwise).
    
    Business Day: a day, other than a Saturday, Sunday.
    
    Change Order: has the meaning given to it in clause 7.
    
    Changes: has the meaning given to it in clause 7
    
    Charges: the sums payable for the Goods or Services, as set out in the Purchase Order. Conditions: these Terms and Conditions.
    
    Consultant: has the meaning given in clause 3.5.
    
    Contract: has the meaning given to it in clause 2.1.
    
    Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
    
    Deliverables: any outputs of the Services (in any form or media), including any documents, goods, products and materials provided by the Supplier as specified in Purchase Order, and any other documents, goods, products and materials provided by the Supplier as part of or in relation to the Goods or Services.
    
    Goods: any goods provided by the Supplier to Ocean Infinity as set out in the Purchase Order.
    
    Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, 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.
    
    Milestones: a date by which a part of the Services is to be completed, or Goods or Deliverables are to be delivered, as set out in the Purchase Order or an associated schedule.
    
    Ocean Infinity: the Ocean Infinity entity named in the Purchase Order.
    
    Purchase Order: Ocean Infinity’s purchase order issued to the Supplier specifying the Goods and/or Services to be provided by the Supplier.
    
    Services: any services (including the provision of the Deliverables) to be provided by the Supplier to Ocean Infinity.
    
    Supplier: the entity named in the Purchase Order from which Ocean Infinity purchase the Goods and/or Services as described in the Purchase Order.
  - 1.2 Clause and paragraph headings shall not affect the interpretation of the Contract.
  - 1.3 The Contract shall be binding on, and enure to the benefit of, the parties to the Contract and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
  - 1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
  - 1.5 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.
  - 1.6 A reference to writing or written includes email but not fax.
  - 1.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
  - 1.8 A reference to the Contract or to any other agreement or document referred to in the Contract is a reference of the Contract or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this the Contract) from time to time.
  - 1.9 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Basis of contract
- 2.1 The Purchase Order constitutes an offer by Ocean Infinity to purchase Goods and/or Services from the Supplier in accordance with these Conditions, which upon acceptance, shall form a contract for the supply of goods and/or services (the “Contract”).
- 2.2 The Purchase Order shall be deemed to be accepted on the earlier of
  (a) the Supplier issuing written acceptance of the Purchase Order; or
  (b) any act by the Supplier consistent with fulfilling the Purchase Order,
  at which point and on which date the Contract shall come into existence.
- 2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, save that any special conditions contained in the Purchase Order shall take precedence over these Conditions but only to the extent that they conflict with these Conditions.
- 2.4 The Contract shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
Supplier’s obligations
- 3.1 The Supplier shall, as a condition of the Contract:
  - (a) provide the Goods, Services and/or Deliverables in accordance with the Purchase Order and this Contract and deliver them in accordance with any agreed Milestones, performance dates or other delivery intervals;
  - (b) ensure that the Goods, Services and/or Deliverables will conform in all respects with the Purchase Order and any technical specifications, scope of work, reference material or requirements documentation provided by Ocean Infinity;
  - (c) ensure that the Goods and/or Deliverables shall be of satisfactory quality (within the meaning of the Sales of Goods Act 1979) and fit for any purpose expressly or implicitly made known to the Supplier by Ocean Infinity, and in this respect Ocean Infinity relies on the Supplier’s skill and judgment;
  - (d) perform the Services with a level of care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
  - (e) ensure that the Goods are of the best quality and are free from defects in workmanship, installation and design;
  - (f) co-operate with Ocean Infinity and comply with Ocean Infinity’s reasonable instructions in all matters relating to the Goods and Services;
  - (g) before the date on which the Services are to start, obtain and at all times, maintain during the term of the Contract, all necessary licences and consents and comply with all Applicable Laws in relation to the Services;
  - (h) observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of Ocean Infinity’s premises from time to time and that have been communicated to it;
  - (i) notify Ocean Infinity in writing immediately upon the occurrence of a change of control of the Supplier;
  - (j) ensure that all Goods are delivered with good and clear title, free of lien or encumbrance or any other security interest;
  - (k) be responsible for all visas, work permits, offshore certificates and other relevant permits and licences as required for its Consultants;
  - (l) package all Goods in accordance with good commercial practice and in a manner acceptable to common carriers for shipment at the lowest rate for the goods involved, and adequate to ensure safe arrival of the goods at the agreed place of delivery;
  - (m) on or before delivery of Goods supply Ocean Infinity with all necessary documentation needed for operation and customs purposes, including but not limited to:
    
    (i) Complete set of manuals (original and electronic copies)
    
    (ii) Complete set of drawings (original and electronic copies)
    
    (iii) Documentation required by third parties
    
    (iv) Detailed functional design specification including all safety instructions
    
    (v) All relevant certificates and legal documents
    
    (vi) List of one year recommended operation spare parts including part name, part number, price, deliveries etc.
    
    (vii) Bill of lading
    
    (viii) Proforma invoice
    
    (ix) Environmental impact assessments as agreed
  - 3.2 Without prejudice to any other rights or remedies Ocean Infinity may have, Ocean Infinity may, at its option, require the Supplier to repair, replace, re-perform or issue a full refund in respect of any Goods or Services delivered in breach of clause 3.1 (as applicable).
  - 3.3 These Conditions shall extend to any substituted or remedial services or repaired or replacement goods supplied by the Supplier.
  - 3.4 Ocean Infinity’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.
  - 3.5 In relation to the Supplier’s personnel, the Supplier shall ensure that all personnel involved in the provision of the Services have suitable skills and experience to enable them to perform the tasks assigned to them, and that such personnel are in sufficient number to enable the Supplier to fulfil its obligations under the Contract. In the event that the Purchase Order names specific Supplier personnel (“Consultant(s)”) to perform the Services, the Consultant(s) shall not be replaced without the prior written approval of Ocean Infinity which shall not be unreasonably withheld.
Delay and retention of sums by Ocean Infinity
- 4.1 Unless otherwise agreed by the Supplier in writing, time is of the essence in relation to the delivery of Goods or Services for the Supplier.
- 4.2 Ocean Infinity shall be entitled to withhold payment of 10% of each invoice issued by the Supplier under this Contract until delivery and acceptance of the applicable Goods or completion of the relevant Services to which that invoice relates. The retention shall be paid by Ocean Infinity to the Supplier upon delivery and acceptance of the relevant Goods or completion of the relevant Services (as applicable). Payment of the retention by Ocean Infinity will be without prejudice to its rights and remedies in relation to any breach of Contract by the Supplier whether such breach occurs before or after the payment of the retention.
Ocean Infinity’s obligations
- 5.1 Ocean Infinity shall:
  - (a) co-operate with the Supplier in all matters relating to the Services;
    (b) provide to the Supplier all documents, information, items and materials reasonably required;
    (c) inform the Supplier of all health and safety and security requirements that apply at any of the premises which the Supplier will require access to.
Environmental and social commitments
- 6.1 The Supplier shall use their best endeavours to use packaging which can be reused or recycled and which complies with all applicable environmental laws and treaties.
- 6.2 The Supplier will provide Ocean Infinity with reasonable access to information regarding the environmental impact of the Goods or Services, upon request, including co2 emissions, energy and water use, pollution, waste, and the use of hazardous or harmful substances.
- 6.3 The Supplier shall maintain an equal treatment policy and actively work against any discrimination within its business, and operate in a manner that respects the rights and dignity of all people and internationally recognized human rights.
- 6.4 The Supplier shall provide Ocean Infinity with reasonable access to information regarding the social impact of the Goods or Services, upon request, including demographic of ownership, creation of employment opportunities, and geographical location of business operations.
- 6.5 The Supplier shall maintain an environmental policy and actively work to minimize the impact on the natural environment, and the unsustainable use of natural resources, of its activities.
Changes
- 7.1 Ocean Infinity may, at any time prior to shipment of Goods or completion of Services, request changes to the scope of the Goods and/or Services to be provided by the Supplier (“Changes”) including but not limited to:
  (a) technical specifications of the Goods and/or Services;
  (b) quantities of the Goods and/or Services;
  (c) methods of shipping and/or packaging;
  (d) inspection standards; and
  (e) place of delivery
- 7.2 If Ocean Infinity wishes to make such changes:
  (a) it shall notify the Supplier, providing as much detail as is reasonably necessary to enable the Supplier to prepare a document setting out the proposed changes and the effect those changes will have on the Contract, including the Charges, delivery date, Milestones or critical technical specifications (“Change Order”); and
  (b) the Supplier shall, as soon as possible, and in any event within five (5) Business Days of receiving Ocean Infinity’s request at Clause 7.2(a), provide a draft Change Order to Ocean Infinity for consideration.
- 7.3 If the parties agree to a Change Order, they shall sign it and the Change Order shall amend the Contract accordingly. No proposed changes shall come into effect until a relevant Change Order has been signed by both parties.
Charges and payment
- 8.1 In consideration for Goods and/or Services, Ocean Infinity shall pay the Charges set out in the Purchase Order.
- 8.2 The Charges are fixed and for Goods, unless otherwise agreed, based on DDP Ocean Infinity’s premises (INCOTERMS 2020), including all necessary packaging and other freight costs. The delivery address shall be specified in the Purchase Order.
- 8.3 The Supplier shall invoice Ocean Infinity for the Charges at the intervals specified, or on the satisfaction of any Milestones or acceptance criteria indicated in the Purchase Order or, if no such intervals are specified, upon delivery of the Goods or completion of the Services, whichever is later.
- 8.4 The Supplier shall attach supporting documents to its invoices sufficiently specified in order for Ocean Infinity to verify the correctness of the invoice. The Supplier shall prepare proforma invoices for Ocean Infinity to review and approve, and Ocean Infinity shall respond within fourteen (14) days of receipt of the proforma invoice. In the absence of adequate supporting documents Ocean Infinity may withhold approval or payment until this requirement is fulfilled.
- 8.5 Subject to clause 4.2, Ocean Infinity shall pay each final and approved invoice submitted to it by the Supplier within sixty (60) days of receipt to a bank account nominated in writing by the Supplier on the invoice. The invoice shall show the amount of VAT payable and the Purchase Order number and shall be invoiced in accordance with the applicable remuneration schedule. The Supplier shall send the invoice via email to the email address stated on the Purchase Order, failure to do so could result in a delay in payment and Ocean Infinity will take the date of receipt of a valid invoice to this email address as the date the invoice was submitted.
- 8.6 If Ocean Infinity fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 14 (Termination), Ocean Infinity shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.6 will accrue each day at 1% a year above the Bank of England’s base rate from time to time.
- 8.7 Ocean Infinity may, at any time, set off any liability of the Supplier to Ocean Infinity against any liability of Ocean Infinity to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, Ocean Infinity may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Ocean Infinity of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.
Intellectual property rights
- 9.1 Subject to the rest of this clause, neither party shall acquire any right, title or interest in or to the Intellectual Property Rights of the other party or its licensors, including the other party’s Background IPR.
- 9.2 The Supplier assigns to Ocean Infinity all of the Supplier’s right, title, interest in the Intellectual Property Rights in and arising out of the Goods, Services and/or in the Deliverables (excluding Supplier’s Background IPR).
- 9.3 If requested to do so by the Ocean Infinity, the Supplier shall, execute all documents and do all such acts as Ocean Infinity may require to perfect the assignment under clause 9.2
- 9.4 The Supplier grants to Ocean Infinity, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to the Supplier’s Background IPR included in the Services and the Deliverables (if any) for the purpose of receiving and using the Goods, Services and the Deliverables.
- 9.5 The Supplier:
  (a) warrants that the receipt, use and onward supply of the Goods, Services and the Deliverables by Ocean Infinity shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
  (b) shall indemnify Ocean Infinity in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Ocean Infinity arising out of, or in connection with any claim brought against Ocean Infinity for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with,, the receipt, use or supply of the Goods, Services and the Deliverables.
- 9.6 The Supplier shall not have any right to use any of Ocean Infinity’s names, logos or trade marks on any of its products or services without Ocean Infinity’s prior written consent.
Compliance with laws and policies
- 10.1 In performing its obligations under the Contract, the Supplier shall comply with the Applicable Laws.
Confidentiality and publicity
- 11.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers or the other party or of any member of the group of companies to which the other party belongs, or the contents of the Contract, except as permitted by clause 11.2.
- 11.2 Each party may disclose the other party’s confidential information:
  (a) to its employees, officers, representatives, Affiliates or professional advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, Affiliates or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and
  (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- 11.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
- 11.4 The Supplier shall not make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Contract, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of Ocean Infinity, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
- 11.5 The provisions of this clause 11 shall survive termination of the Contract, however arising.
Limitation of liability
- 12.1 Nothing in the Contract shall limit or exclude the Supplier’s or Ocean Infinity’s liability for;
  (a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
  (b) fraud or fraudulent misrepresentation;
  (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) any other liability which cannot be limited or excluded by applicable law.
- 12.2 Subject to clause 12.1, Ocean Infinity’s total liability to the Supplier, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 100% of the Charges paid by Ocean Infinity under the Contract.
- 12.3 The losses for which the Supplier assumes responsibility and which shall be recoverable by Ocean Infinity include:
  (a) sums paid by Ocean Infinity to the Supplier pursuant to the Contract, in respect of any services not provided in accordance with the terms of the Contract;
  (b) wasted expenditure;
  (c) additional costs of procuring and implementing replacements for, or alternatives to, the Services, including consultancy costs, additional costs of management time and other personnel costs and costs of equipment and materials;
  (d) losses incurred by Ocean Infinity arising out of or in connection with any claim, demand, fine, penalty, action, investigation or proceeding by any third party (including but not limited to any subcontractor, Supplier personnel or regulator) against Ocean Infinity caused by the act or omission of the Supplier;
- 12.4 The rights of Ocean Infinity under the Contract are in addition to, and not exclusive of, any rights or remedies provided by the common law.
Insurance
- 13.1 During the term of the Contract and for a period of six (6) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance sufficient to cover the liabilities that may arise under or in connection with the Contract, and shall, on Ocean Infinity’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
Termination
- 14.1 Without affecting any other right or remedy available to it, and without liability to the Supplier, Ocean Infinity may terminate the Contract:
  (a) with immediate effect by giving written notice to the Supplier:
  (i) if there is a breach of clause 10; or
  (ii) if there is a change of control of the Supplier.
  (b) for convenience by giving 7 days written notice to the Supplier.
- 14.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  (a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
  (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- 14.3 If Ocean Infinity terminates the Contract for convenience before shipment of Goods or completion of Services, Ocean Infinity shall reimburse the Supplier’s actual and reasonable out-of-pocket costs as evidenced in writing to Ocean Infinity, and which the Supplier could not reasonably mitigate.
Consequences of termination
- 15.1 On termination or expiry of the Contract:
  (a) the Supplier shall, unless Ocean Infinity promptly gives to the Supplier notice in writing that it declines to accept the Deliverables, immediately deliver to Ocean Infinity all Deliverables whether or not then complete, and return all of Ocean Infinity’s materials and equipment;
  (b) the Supplier shall, if so requested by Ocean Infinity, provide all assistance reasonably required by Ocean Infinity to facilitate the smooth transition of the Services to Ocean Infinity or any replacement supplier appointed by it;
- 15.2 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination [or expiry of the Contract shall remain in full force and effect including the following clauses: clause 1 (Interpretation), clause 9 (Intellectual Property Rights), clause 11 (Confidentiality and publicity), clause 12 (Limitation of liability), clause 15 (Consequences of termination), clause 16 (Inadequacy of damages), clause 22 (Waiver), clause 23 (Severance), clause 24 (Conflict), clause 27 (Governing law) and clause 28 (Jurisdiction).
- 15.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Inadequacy of damages
- Without prejudice to any other rights or remedies that Ocean Infinity may have, the Supplier acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of the Contract by the Supplier. Accordingly, Ocean Infinity shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of the Contract.
Anti-Bribery
- 17.1 The Supplier shall:
  (a) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
  (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
  (c) have and shall maintain in place throughout the term of this Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with clause 17.1(a) and 17.1(b), and will enforce them where appropriate; and
  (d) promptly report to Ocean Infinity any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract.
- 17.2 The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 17 (Anti-Bribery). The Supplier shall be responsible for the observance and performance by such persons of the provisions of this clause 17, and shall be directly liable to Ocean Infinity for any breach by such persons.
- 17.3 Breach of this clause 17 (Anti-bribery) shall be deemed a material breach of this Contract, which is irredeemable.
- 17.4 If Ocean Infinity terminates the Contract for breach of this clause 17 (Anti-bribery) the Supplier shall not be entitled to claim compensation or any further remuneration, regardless of any activities or agreements with additional third parties entered into before termination.
- 17.5 For the purpose of this clause 17 (Anti-bribery) the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and (6) of that Act, and section 8 of that Act respectively and, for the purpose of this clause 17 (Anti-bribery) a person associated with the Supplier includes but is not limited to any subcontractor.
Modern Slavery and Human Trafficking
- 18.1 The parties undertake, warrant and represent that:
- (a) it nor any of its officers, employees, agents, contractors, consultants or subcontractors has:
  - (i) committed an offence under any applicable anti-slavery and human trafficking-related laws, statutes, regulations and codes in force from time to time including,but not limited to, the Criminal Law (Human Trafficking) Act 2008 (as amended) and the Modern Slavery Act 2015 (the “Acts”) (‘Offence’); or
  - (ii) been notified that it is subject to an investigation, inquiry, claim, action, proceeding or complaint relating to an alleged Offence or prosecution under the Acts; or
  - (iii) become aware of any circumstances within its supply chain that could give rise to an investigation, inquiry, claim, action, proceeding or complaint relating to an alleged Offence or prosecution under the Acts;
- (b) it shall comply with the Acts and take reasonable steps to prevent exploitation, modern slavery, and human trafficking within its supply chain or otherwise within its business;
- (c) all of its officers, employees, agents, contractors, consultants or subcontractors or workers otherwise employed throughout its supply chain are paid in compliance with applicable local employment laws, including those requiring the payment of a minimum wage, and that all of the aforementioned are free from any form of debt bondage or financial burden linked to the rendering of their services such as the withholding of wages or the imposition of recruitment fees; and
- (d) where any of its officers, employees, agents, contractors, consultants or subcontractors or workers otherwise employed throughout its supply chain will have occasion to work on Ocean Infinity´s premises or at a place of work in any way under the Ocean Infinity´s control, all of the aforementioned will be informed of and have access to a means for reporting an actual or suspected instance or risk of slavery or human trafficking which bears a connection to the Contract in any way.
- 18.2 The Supplier shall notify Ocean Infinity immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents, contractors, consultants or subcontractors or workers otherwise employed through its supply chain have breached or potentially breached any of the party´s obligations under this clause 18. Any notice under this clause 18 shall set out the full details of the circumstances concerning the breach or potential breach of the party´s obligations.
- 18.3 If either party fails to comply with any applicable anti-corruption legislation it shall defend and indemnify the other party against any fine, penalty, liability, loss or damage and for any related costs (including, without limitation, court costs and legal fees) arising from such breach.
- 18.4 Without prejudice to any of its other rights under the Contract, either party may terminate the Contract without incurring any liability to the other party if at any time the other party or any member of its organisation has committed a breach of any provision set out in clause 18.1 in connection with the Contract.
Assignment and other dealings
- 19.1 The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Ocean Infinity.
- 19.2 Ocean Infinity may at any time assign, mortgage, charge, enter into sub-agreement regarding, delegate, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
Variation
- Subject to clause 7, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver
- 21.1 A waiver of any right or remedy under the Contract by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
- 21.2 A failure or delay by a party to exercise any right or remedy provided under the Contract by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract by law shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
- The rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
- 23.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
- 23.2 If any provision or part-provision of the Contract is deemed deleted under clause 23.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Conflict
- If there is an inconsistency between any of the provisions of the Contract and the provisions of the Purchase Order, the provisions of the Purchase Order shall prevail.
No partnership or agency
- 25.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
- 25.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Third party rights
- 26.1 The Contract does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
Governing law
- The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contractor its subject matter or formation.