“42T” means 42 Technology Ltd.
“Agreement” means the agreement between 42T and Vendor consisting of the Purchase Order, these Terms and Conditions, any special terms and conditions agreed and signed by the parties and any other documents (or parts of them) specified in any of these documents.
“Associates” means, in relation to a party, its subsidiary undertakings, any parent undertaking and the subsidiary undertakings of such parent undertaking and any other companies or other legal entities in which any such companies hold a controlling interest from time to time.
“Confidential Information” means information belonging to 42T or its clients including, without limit, products, processes, techniques, technology, designs, drawings, software, know how, all proprietary information in whatever form held and any related Intellectual Property Right, received by or disclosed to Vendor or its representatives in any form or that results from Vendor’s performance under the Agreement.
“Deliverables” means any deliverables resulting from Services.
“Goods” means any Goods specified in the Agreement.
“Intellectual Property Rights” means patents, trademarks, registered designs and all applications for registration of them, copyrights or design rights, any know how, any trade or business name, any right to bring an action for passing off or any right, whether subsisting now or in the future, which is similar or analogous to any of these in any part of the world.
“Purchase Order” means 42T’s Purchase Order.
“Services” means any Services specified in the Agreement.
“Vendor” means the person, firm or company to whom the Purchase Order is issued.
2. Terms and Conditions
2.1 42T Purchase Orders are made on these Terms and Conditions which override any other terms stipulated by Vendor. No modification of these Terms and Conditions or any provision of the Agreement shall be effective unless agreed in writing by 42T.
2.2 If there is a conflict between these Terms and Conditions and other documents, the order of priority shall be: (1) the special terms set out in the Agreement, (2) the Purchase Order, and (3) these Terms and Conditions.
3.1 Deliverables supplied must accord with the specifications and drawings referred to in the Agreement.
3.2 All Services shall be performed with all reasonable skill and care, consistent with the highest standards of the Vendor’s industry and to the best of the Vendor’s skill and ability.
4. Inspection, Delivery, Warranty and Rejection
4.1 Vendor shall ensure that all advice or delivery notes clearly state the 42T Purchase Order number, line number and part number including version number if appropriate.
4.2 Vendor shall protect all Goods supplied from deterioration or contamination during transportation or storage.
4.3 Delivery shall only be deemed to have occurred when Goods and/or Deliverables have been delivered correctly documented and in good and correct packaging.
4.4 Vendor will make reasonable efforts to deliver by the date agreed at the time of purchase. If delivery is delayed as a consequence of provision of information, provision of parts or change of the scope of the project by 42T then a reasonable extension time will be granted. If delivery is delayed for any other reason, 42T may grant a reasonable extension of time or cancel the Agreement in whole or part and refuse to accept any subsequent delivery without prejudice to any other right or remedy which 42T may have.
4.5 If Goods and/or Deliverables delivered by Vendor do not conform with the quality and quantity agreed 42T shall have the right to reject such Goods and/or Deliverables within a reasonable time of their delivery and to purchase replacements elsewhere. Before exercising its right to purchase elsewhere, 42T shall give Vendor a reasonable opportunity to repair, rework or replace rejected Goods and/or Deliverables such that they conform to the Agreement.
5. Terms of Payment
5.1 Undisputed invoices shall be paid in the month following the date of invoice unless otherwise agreed in the Purchase Order.
6. Ownership of Intellectual Property Rights
6.1 All Intellectual Property Rights created by Vendor specifically for the purposes of the Agreement shall be assigned royalty free to 42T.
7.1 Vendor shall keep the Confidential Information confidential and not disclose to any third party, use or copy or otherwise reproduce the Confidential Information for any purpose except where necessary for the performance of the Agreement.
7.2 Vendor shall limit access to Confidential Information to its officers, employees and associates to the extent necessary for the performance of the Agreement and shall ensure that all such persons are subject to confidentiality obligations at least as restrictive as the provisions of this clause 7.
7.3 The confidentiality obligations in clauses 7.1 and 7.2 shall not apply to Confidential Information which:
- is in or comes into the public domain, except as result of Vendor’s breach of the Agreement;
- Vendor can show was lawfully in its or its Associates’ possession and was being used by it or its Associates or was recorded in its/their files before receipt from or on behalf of 42T or its Associates and which is or becomes free from any restriction relating to its subsequent disclosure or use by Vendor;
- Vendor can show was independently developed by Vendor without reference to any Confidential Information, as evidenced by Vendor’s contemporaneous written records; or
- is required to be disclosed by Vendor by applicable law or regulation or by any competent court, tribunal or governmental or regulatory authority, provided that Vendor informs 42T in advance of any such disclosure and co-operates with 42T in limiting the scope of such disclosure to that so required.
7.4 Vendor will immediately upon the termination of the Agreement either return to 42T or destroy or permanently erase all documents, materials or other media containing Confidential Information, together with all copies, compilations and analysis of such Confidential Information made by Vendor. Vendor may retain, in agreement with 42T, such confidential information as is necessary to provide continued support to 42T.
7.5 If the parties have signed a separate non-disclosure agreement, the obligations of confidentiality contained in the non-disclosure agreement shall be deemed to be in addition to the obligations contained in the Agreement.
The Agreement and any claim or dispute arising out of or in connection with it shall be governed by and interpreted in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts for all purposes in connection with the Agreement.
Last updated: January 24, 2022
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