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The following are Globestock’s general terms and conditions of sale. Where individual agreements are in place (valid and signed by both parties), the individual agreement supersedes the following conditions:


G1. Interpretation

G1.1       Definitions:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Bespoke Goods: Goods not set out or included on the Price List.

Globestock: Globestock Limited, a company registered in England with registered number 01641128 and registered address Unit 6 Mile Oak Industrial, Estate, Maesbury Road, Oswestry, Salop, SY10 8GA.

Commencement Date: the date when both parties have signed the Contract.

Conditions: these terms and conditions set out in clause G1.1 to clause G15 (inclusive).

Contract: the contract between Globestock and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: Globestock’s customer, as named on the correspondence accompanying these conditions.

Despatch Date: the most recently communicated despatch date between the Customer and Globestock and in accordance with clause G3 being:

(a)       the date requested for despatch in the Order placed by the Customer;

(b)       the despatch date as set out in Globestock’s order acknowledgment; or

(c)       any other date agreed in writing between the Customer and Globestock.

Delivery Location: the address for delivery of the Goods, as notified to Globestock in a particular Order.

Force Majeure Event: events, circumstances or causes beyond a party’s reasonable control.

Goods: fall arrest and load arrest safety equipment together with any other goods made available for sale by Globestock to the Customer, whether set out on the Price List, Bespoke Goods or otherwise manufactured and/or procured on behalf of the Customer.

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, 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, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.

Order: an order for the Goods submitted by the Customer in accordance with clause G3.

Price: save in relation to Bespoke Goods, the price for the Goods as set out in the most recent Price List provided to the Customer by Globestock.

Price List: a list of Goods together with applicable prices, notified in writing from time to time by Globestock to the Customer.

Warranty Period: as set out in clause G6.1.

G1.2       Interpretation:

G1.2.1     a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

G1.2.2     a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

G1.2.3     any phrase introduced by the terms includingincludein particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

G1.2.4     a reference to writing or written includes faxes and emails.

G2.        Commencement and term

G2.1       These Conditions are suitable for use in business-to-business transactions only. The parties are dealing with each other in the course of their respective businesses. Accordingly the UK rules protecting consumers, in particular the Consumer Rights Act 2015, will not apply. If the Customer is not entering this agreement in the course of its respective business then it should contact Globestock immediately and Globestock will provide an alternative agreement.

G2.2       This agreement shall commence on the date on which Globestock accepts the order from the Customer.

G3.        Orders

G3.1       Orders shall be given in writing and in accordance with clause G3.3. Globestock may accept or decline Orders at its absolute discretion. Globestock may, at its discretion, accept subsequent amendments to an Order by the Customer.

G3.2       After accepting an Order, Globestock shall issue an order acknowledgement, arrange for delivery of the Goods in accordance with clause G5 and notify the Customer of the estimated Despatch Date.

G3.3       The Customer is responsible for ensuring that Orders submitted by the Customer are complete and accurate. The Customer shall give Globestock all necessary information relating to the Goods that Globestock reasonably requires in order to fulfil each Order including, in particular but without limitation:

G3.3.1     the delivery location for the Order;

G3.3.2     if the delivery location and/or access to the delivery location is unsuitable for unloading for any reason;

G3.3.3     if the Goods are Bespoke Goods, a sufficiently clear specification so as to enable Globestock to provide a quotation to manufacture or modify existing Goods to meet the specification;

G3.3.4     obstacles to safe delivery of the Goods, considering the nature of the Goods;

G3.3.5     requested Despatch Date; and

G3.3.6     applicable opening times and any times where it may be difficult to accept delivery.

G3.4       On or following either the acceptance or despatch of an Order (at Globestock’s discretion unless otherwise agreed), Globestock shall issue invoice(s) for payment by the Customer in accordance with clause G9.

G4.        The Goods

G4.1       Any samples, drawings, descriptive matter, or advertising produced by Globestock and any descriptions or illustrations contained in Globestock’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

G4.2       Globestock reserves the right to amend the specification of the Goods at its discretion and in particular but without limitation if required by any applicable statutory or regulatory requirements.

G4.3       To the extent that any Goods are manufactured in accordance with a specification supplied by the Customer, the Customer shall indemnify Globestock against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequently losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable costs and expenses) suffered or incurred by Globestock in connection with any claim made against Globestock for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Globestock’s use of such specification. This clause shall survive termination of the Contract.

G5.        Delivery

G5.1       If it is agreed that Globestock shall be responsible for delivery of Goods, the remainder of this clause G5 shall apply.

G5.2       Globestock shall ensure that each delivery of Goods is accompanied by a delivery note which shows the order number, the quantity, the code, and the description of Goods (including the serial number(s) of the Goods, where applicable), special storage instructions (if any) and, if the relevant Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

G5.3       Globestock shall endeavour to despatch Goods to the Delivery Location on or before the Despatch Date.

G5.4       Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

G5.5       All Despatch Dates are estimated, approximate and cannot be relied on. The time and/or date of delivery shall not be of the essence. Globestock shall not be liable for any delay in delivery of any Goods that is caused by:

G5.5.1     a Force Majeure Event; or

G5.5.2     the Customer ‘s failure to provide Globestock with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

G5.6       Globestock shall have no liability for any failure to deliver Goods to the extent that such failure is caused by:

G5.6.1     a Force Majeure Event; or

G5.6.2     the Customer’s failure to provide Globestock with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods; or

G5.6.3     if the Customer, or any person at the Delivery Location, refuses delivery of Goods.

G5.7       If the Customer fails to provide Globestock with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and, as a result:-

G5.7.1     additional delivery charges are incurred; and/or

G5.7.2     Goods are damaged; and/or

G5.7.3     any other costs are incurred by Globestock;

then Globestock may, at its discretion, charge the Customer, and the Customer hereby agrees to pay for all costs and expenses incurred by Globestock arising as a result.

G5.8       Globestock may deliver Orders by instalments. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.

G5.9       The Customer shall, as soon as reasonably possible following Delivery, inspect the Goods and notify Globestock of any damaged Goods. The Customer shall be deemed to have accepted an Order on the expiry of three Business Days after Delivery, after which Globestock shall not be under any obligation to replace or refund damaged Goods in respect to such Order.

G6.        Quality, fitness for purpose, returns and re-certification

G6.1       Globestock warrants that, in relation to unused Goods, and for a period of 12 months from the date stated on the manufacturer’s test certificate supplied with such Goods, the Goods shall:

G6.1.1     conform in all material respects with their description; and

G6.1.2     be free from material defects in design, material and workmanship.

G6.2       Subject to clause G6.3, if:

G6.2.1     the Customer gives notice in writing to Element Safety AND Globestock during the Warranty Period and within 14 Business Days of discovery that some or all of the Goods do not comply with the warranties set out in clause G6.1; and

G6.2.2     Globestock is given a reasonable opportunity of examining such Goods; and

G6.2.3     the Customer (if asked to do so by Globestock) returns such Goods to Globestock’s place of business at the Customer ‘s cost;

then Globestock shall, at its option, repair or replace any Goods that are found to be defective, refund the price of such defective Goods in full or provide a credit to the Customer’s account with Globestock.

G6.3       Globestock shall not be liable for Goods’ failure to comply with the warranties set out in clause G6.1 if:

G6.3.1     there is any further use of such Goods after giving notice of defects in accordance with clause G6.2;

G6.3.2     the defect arises because of a failure by the Customer or any third party to follow Globestock’s oral or written instructions as to the storage, transport, commissioning, installation, use and maintenance of the Goods and (if there are none) good trade practice regarding the same;

G6.3.3     there is any alteration or repair of such Goods without the written consent of Globestock;

G6.3.4     the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

G6.3.5     the test certificate is no longer valid for any reason;

G6.3.6     the Customer fails to inform any third party of the correct and proper use of such Goods and damage arises as a result of such failure;

G6.3.7     the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or

G6.3.8     the Goods are purchased by the Customer or any third party in the knowledge that such Goods are purchased second hand and have not been re-tested by Globestock, or a Globestock-approved Service Agent.

G6.4       Globestock’s only liability to the Customer if the Goods fail to comply with the warranties set out in clause G6.1 is as set out in this clause G6.

G6.5       The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

G6.6       The terms of the Contract shall apply to any repaired or replacement Goods supplied by Globestock.

G6.7       Return of Goods.

G6.7.1     Globestock may at its discretion accept returned Goods in satisfactory condition.

G6.7.2     In the event that the Customer wishes to return any Goods, the Customer shall request in writing that Globestock accepts a return of Goods provisional on an inspection and, if Globestock provisionally accepts such Goods, the Customer shall deliver them to Globestock at such address as notified by Globestock at the Customer’s expense.

G6.7.3     Following inspection of the Goods, and if the Goods are in satisfactory condition, Globestock shall issue the Customer’s account with a credit applicable to the purchase price of such Goods (at the time such Goods were initially purchased by the Customer) less:

(a)       a restocking charge (dependent on product type – details available on request); and

(b)       any costs associated with issuing new or replacement safety certificates.

Title to such Goods shall immediately pass to Globestock on the issue of such credit.

G6.7.4     If the Goods are not in satisfactory condition for any reason (at the discretion of Globestock) such Goods shall be returned to the Customer and title to such Goods shall remain with the Customer or (at Globestock’s discretion) Globestock may scrap the Goods and invoice the Customer for any associated costs.

G6.8       Re-furbishment and re-certification (Customer).

G6.8.1     On the expiry of a test certificate for any reason, in relation to any Goods the Customer shall (at the cost of the Customer) return such Goods to Globestock, for re-furbishment in accordance with this clause G6.8.

G6.8.2     On receipt of the Goods, Globestock shall, within a reasonable period of time, inspect such Goods and provide a breakdown of costs to the Customer to strip-down, re-furbish, re-certificate and return such Goods and alternatively, the costs associated with the disposal of such Goods (‘Service Quotation’).

G6.8.3     On receipt of the Service Quotation, the Customer shall either:

(a)       confirm the Service Quotation, following which Globestock shall proceed to re-furbish the returned Goods, issue a service test certificate, and deliver the Goods according to the Service Quotation and in accordance with clause G3; or

(b)       reject the Service Quotation, following which Globestock shall proceed to dispose of the Goods at the cost of the Customer.

G6.8.4     If the Customer does not confirm the Service Quotation within 10 Business Days, Globestock may at its discretion, treat the Service Quotation as rejected and proceed to dispose of the returned Goods at the cost of the Customer.

G7.        Title and risk

G7.1       Risk in Goods shall pass to the Customer depending on if the Customer is collecting Goods or if delivery has been arranged with Globestock. If the Customer is arranging delivery Risk shall pass from the pickup of the Goods from Globestock’s premises. If the Customer wishes for the Goods to be insured during transit, this must be arranged by the Customer. If the parties have arranged for Globestock to deliver the Goods, the Risk in the Goods shall pass on completion of the unloading of the Goods at the Delivery Location.

G7.2       Title to Goods shall only pass to the Customer once Globestock receives payment in full (in cash or cleared funds) for them and delivery has taken place or the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause G7.4.

G7.3       Until title to the Goods has passed to the Customer, the Customer shall:

G7.3.1     store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Globestock’s property;

G7.3.2     not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

G7.3.3     maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

G7.3.4     notify Globestock immediately if it becomes subject to any of the events listed in clause G12.1.2; and

G7.3.5     give Globestock such information relating to the Goods as Globestock may require from time to time.

G7.4       Subject to clause G7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Globestock receives payment for the Goods. However, if Customer resells the Goods before that time, title to the Goods shall pass from Globestock to the Customer immediately before the time at which resale by the Customer occurs.

G7.5       If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause G12.1, then, without limiting any other right or remedy Globestock may have:

G7.5.1     the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

G7.5.2     Globestock may at any time:

(a)       require the Customer to promptly deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and

(b)       if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

G7.6       The Customer irrevocably licenses Globestock, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause G7.3, and to recover any Goods in which property has not passed to the Customer.

G7.7       Globestock may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the Price to Globestock.

G8.        Product recall

G8.1       Globestock may issue product Recall Notices from time to time. On receipt of a Recall Notice issued by Globestock, the Customer shall comply with any such notice.

G9.        Price and payment

G9.1       The Customer shall pay for Goods in accordance with this clause G9.

G9.2       If the Customer requires Bespoke Goods, this shall be agreed between Globestock and the Customer on a case by case basis. The Customer is required (unless otherwise agreed in writing) to pay for Bespoke Goods in advance of manufacture and delivery.

G9.3       The Price excludes, unless otherwise stated, amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Globestock at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice.

G9.4       The Price excludes delivery (including freight) costs, details of which can be provided on request.

G9.5       Globestock may invoice the Customer for the price of Goods plus VAT at the prevailing rate (if applicable) on or at any time after it accepts an Order. Globestock shall ensure that invoices include the Order number, the invoice number, Globestock’s VAT registration number, and any supporting documentation that the Customer may reasonably require.

G9.6       Unless otherwise agreed in writing or stated on the invoice, the Customer shall pay invoices in full in sterling, in cleared funds within 30 days of the invoice date. Payment shall be made to the bank account nominated in writing by Globestock.

G9.7       If the Customer fails to make any payment due to Globestock under the Contract by the due date for payment, then, without limiting Globestock’s remedies under clause G12:

G9.7.1     the Customer shall pay interest on the overdue amount at the rate of 4% per annum above National Westminster Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

G9.7.2     Globestock may suspend all further deliveries of Goods until payment has been made in full.

G9.8       The Customer shall pay all amounts due under the contract in full without set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Globestock may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by Globestock to the Customer.

G10.       Limitation of liability

G10.1     Nothing in this Contract shall limit or exclude Globestock’s liability for:

G10.1.1   death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

G10.1.2   fraud or fraudulent misrepresentation;

G10.1.3   breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

G10.1.4   any matter in respect of which it would be unlawful for Globestock to exclude or restrict liability.

G10.2     Subject to clause G10.1:

G10.2.1   Globestock shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

G10.2.2   Globestock’s total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £25,000.

G11.       Compliance with relevant laws and policies

G11.1     Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

G11.2     Import licences. The Customer shall be responsible for obtaining any necessary import licences or permits necessary for the entry of the Goods into the Territory (if outside of the United Kingdom), or their delivery to the Customer. The Customer shall be responsible for any customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and delivery of the Goods.

G12.       Termination

G12.1     The Contract shall continue in accordance with clause G2. Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

G12.1.1   the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

12.1.2   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), 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;

G12.1.3   the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

G12.1.4   the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

G12.1.5   there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).

G12.2     Without limiting its other rights or remedies, Globestock may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.

G12.3     Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.

G12.4     Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

G12.5     Effect of Termination. On termination of this agreement for any reason, Globestock shall cease supplying Goods to the Customer. The Customer shall be permitted to sell any Goods remaining in their possession for the duration of the Warranty Period applicable to such Goods.

G13.       Anti-bribery compliance

G13.1     Consistent with its general compliance obligations under clause G11, the Service Agent/ Distributor shall:

G13.1.1   comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

G13.1.2   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;

G13.1.3   comply with Globestock’s Anti-bribery Policy as Globestock may update from time to time (Relevant Policies);

G13.1.4   have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and clause G13.1.2, and will enforce them where appropriate;

G13.1.5   promptly report to Globestock any request or demand for any undue financial or other advantage of any kind received by the Service Agent/Distributor in connection with the performance of this agreement;

G13.1.6   immediately notify Globestock (in writing) if a foreign public official becomes an officer or employee of the Service Agent/Distributor or acquires a direct or indirect interest in the Service Agent/Distributor, and the Service Agent/Distributor warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this agreement;

G13.1.7   within six months of the date of this agreement, and annually thereafter, certify to Globestock in writing signed by an officer of the Service Agent/Distributor, compliance with this clause G13 by the Service Agent/Distributor and all persons associated with it under clause G13.2. The Service Agent/Distributor shall provide such supporting evidence of compliance as Globestock may reasonably request.

G13.2     The Service Agent/Distributor shall ensure that any person associated with the Service Agent/Distributor who is performing services or providing goods in connection with this agreement 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 Service Agent/Distributor in this clause G13 (Relevant Terms). The Service Agent/Distributor shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Globestock for any breach by such persons of any of the Relevant Terms.

G13.3     For the purpose of this clause G13.12.5, 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), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this clause G13, a person associated with the Service Agent/Distributor includes but is not limited to any agent, delegate or subcontractor of the Service Agent/Distributor.

G14.       GROUP COMPANIES and Third party rights

G14.1     Globestock may provide the Goods to a Group Company as if they were the Service Agent/Distributor, provided that:

G14.1.1   Globestock is made aware of the identity of each Group Company within the Service Agent/Distributor’s group who wishes to receive the Goods;

G14.1.2   the Service Agent/Distributor confirms that each such Group Company is aware of and agrees to comply with the terms of this agreement prior to Globestock’s provision of the Goods to them;

G14.1.3   the Service Agent/Distributor procures that each such Group Company fully observes and complies with the terms of this agreement; and

G14.1.4   the Service Agent/Distributor agrees to be responsible and liable for the actions, omissions and negligence of each Group Company (including any breach of the terms of the Agreement) as if such actions, omissions and negligence were its own (including the failure to make payment to Globestock of any monies due to it under terms of this agreement or otherwise).

G14.2     Save for any Group Company and any permitted assignees, nothing in this agreement gives rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for a third party to enforce any term of this agreement.

G14.3     The rights of the parties to terminate or vary the terms of this agreement shall not be subject to the consent of any other person.

G15.       General

G15.1     Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate this Contract by giving 14 days written notice to the affected party.

G15.2     Assignment and other dealings.

G15.2.1   The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Globestock.

G15.2.2   Globestock may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this agreement.

G15.3     Confidentiality.

G15.3.1   Each party undertakes that it shall not at any time during this agreement, and after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, Customer, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause G15.3.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

G15.3.2   Each party may disclose the other party’s confidential information:

(a)       to its employees, officers, representatives or 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 this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause G15.3; and

(b)       as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

G15.3.3   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 this Contract.

G15.4     Entire agreement.

G15.4.1   This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

G15.4.2   Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

G15.5     Variation. No variation of this Contract (other than as set out in this agreement which for the avoidance of doubt shall include any variation or replacement Price List or Globestock Customer Policy) shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

G15.6     Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

G15.7     Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

G15.8     Notices.

G15.8.1   Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address set out in the Contract Details or as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid recorded first class post or other next working day delivery service, commercial courier, fax or email.

G15.8.2   The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

G15.8.3   Governing law. This 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.

G15.8.4   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 this Contract or its subject matter or formation.


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