Terms & Conditions
1.1
Company details. SIGA UK LIMITED (company
number 06928994) (we, us, our, Siga) is a company registered in England and Wales and our
registered office is at Unit 27 Craven Court, Glebeland Road, Camberley, Surrey, GU15 3BU,
England. We trade under the name “Siga
Filtration” and Rapid Filters and operate the www.sigafiltration.co.uk, www.sigauk.co.uk and www.rapidfilters.co.uk
websites.
1.2
Contacting us. To contact us telephone our customer service team at +44 (0)1276 583
046 or e-mail enquiries@sigafiltration.co.uk. Details of how to give us formal
notice of any matter under the Contract is set out in clause 18.
2.
Definitions and
Interpretation
2.1
In these Terms, the following expressions have the
following meanings:
“Business Day” means any day other than a
Saturday, Sunday or bank or public holiday in England;
“Controller” has the meaning given
to it in the Data
Protection Legislation.
“Data Protection Legislation” means
all applicable data protection and privacy legislation in force from time to
time in the UK including the GDPR; the Data
Protection Act 2018; the Privacy and Electronic
Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and
the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426)
as amended.
“GDPR” means General
Data Protection Regulations (EU 2016/679).
“Personal
Data” has the meaning given to it in the Data Protection Legislation.
“Processor”
has the meaning given to it in the Data Protection Legislation.
“Quotation” means the relevant
quotation provided to you by Siga detailing
the relevant Goods to be provided.
“Subject”
has the meaning given to it in the Data Protection Legislation.
2.2
The headings used in these Terms are for convenience
only and shall have no effect upon the interpretation of these Terms.
2.3
Words imparting the singular number shall include the plural and vice
versa.
2.4
Any words following the terms including, include, in particular, for example or other similar expression shall be construed as
illustrative and shall not limit the sense of the words, description,
definition, phrase or term preceding those terms.
2.5
A reference to writing or written includes email, but not
fax.
3.1
Our contract.
3.1.1
These terms and conditions (“Terms”) and the Quotation
apply to the order by you of Goods from
us and the supply of Goods by us to you (“Contract“). No other terms are implied by trade, custom, practice or course of dealing.
3.1.2
You confirm that you have authority to bind the
business on behalf of which you are accepting these Terms. In that context, references to “you” and “your” will be to
that business. Otherwise references to “you” and “your”
will be to you, the person entering in to these terms.
3.2
Acceptance. These Terms will be deemed to have been accepted by you when you confirm to us that you accept
them or when you submit your order under clause 4.1 (whichever
happens earlier).
3.3
Language. These Terms and the Contract are
made only in the English language.
4.
Placing an order and its acceptance
4.1
Placing your order. If you wish
to purchase the goods detailed in the relevant Quotation (“Goods”), you shall place your order for the Goods by email or by
phone during the validity period of the relevant Quotation (see clause 5.5). Your
order shall constitute an offer by you to buy the Goods on the basis of and subject to the terms of
the Contract (including the Quotation and
these Terms).
4.2
Correcting input errors. Please check the Quotation carefully
before confirming it. You are responsible for ensuring that the Quotation
and any specification submitted by you is complete and
accurate.
4.3
Acknowledging receipt of your order. After you place
your order, you will receive an email
from us acknowledging that we have received it, but please note that this does
not mean that your order has been accepted.
Our acceptance of your order will take
place as described in clause 4.4 and is subject always to clause 4.5.
4.4
Accepting your order. Your order will be
accepted by us on the first to occur of (i) us confirming in
writing to you that your order has been accepted or (ii) when we begin to
process the relevant order in our order management system. Upon our acceptance of your order,
it will become binding on the terms of the Contract (including
the Quotation and these Terms) and will be non-cancellable.
4.5
If your order is not accepted. We are under no obligation
to accept orders. If we are unable to supply you with the Goods and / or do not wish to accept your order for any reason,
we will inform you of this and we will not process your
order. If you have already paid for the Goods,
we will refund you the full amount (including any delivery
costs charged) as soon as possible.
5.
Our goods
5.1
The images of the Goods on our website, datasheets, product brochures and other
sales literature (“Materials”)
are for illustrative purposes only. Although we have made every effort to
display the colours accurately, we cannot guarantee that your computer’s
display of the colours accurately reflect the colour of the Goods.
The colour of your Goods may vary from
those images.
5.2
Although we have made every
effort to be as accurate as possible, all sizes, weights, capacities,
performance statistics, dimensions and measurements indicated in our Materials do not constitute representations, assurances, warranties,
guarantees, obligations or commitments of any kind in relation to the products
or their use or applicability. We reserve the right to
modify or improve the designs or specifications of products at any time without
notice.
5.3
The description and specification (if any) of the Goods shall
be that set out in or referred to in our Quotation. In
accepting the Quotation you acknowledge
that you have not relied upon any assurance, statement,
promise or other representations about the Goods by us,
including in respect of matters referred to in clause 5.2.
5.4
The description and specification of the Goods set
out in our Quotation are intended as a guide only and are
subject to alteration without notice.
5.5
Quotations which we provide to you are valid for a period of 30 days from and including the
date of the relevant Quotation unless expressly withdrawn by
us at an earlier date.
5.6
The packaging of your Goods may
vary from that shown on images on our site.
6.1
You agree that you
shall:
6.1.1
ensure that the Quotation and any Goods
specification are complete and accurate; and
6.1.2
comply with any additional obligations set out in any Quotation
and in any service or Goods specification.
7.1
No order which has been accepted by us may be cancelled or amended by you except with our prior agreement in writing (which we may
withhold in our absolute discretion) on the terms
that you shall indemnify us in full against all loss
(including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us
as a result of such cancellation or amendment (as appropriate).
8.
Delivery, transfer of risk and title
8.1
Subject always to clauses
8.2 ad 8.3, we will arrange for delivery of the Goods to the
address specified in your order or another location agreed
by us in writing.
8.2
If you do not specify a delivery address, or if we
both agree in writing, you must collect the Goods
from our premises or the premises of a third party stipulated by us on a
date and at a time convenient to us or the relevant third party (as
appropriate) within 7 (seven) days of us notifying you that
the Goods are ready for collection.
8.3
If we agree in writing, you may arrange delivery of
the Goods via your own carrier.
8.4
All delivery and collection dates provided by us are estimates only. Time
for delivery of the Goods or making available the Goods for collection (as appropriate) shall not be of the
essence.
8.5
The Goods may be (i) delivered or (ii) made available for collection, in
each case (i) and (ii) by us (or on our behalf) in advance of the delivery /
collection date (as applicable) upon giving reasonable notice to you
8.6
Occasionally our delivery to you may be affected by
an Event Outside Our Control. See clause 17 (Events outside our
control) for our responsibilities when this happens.
8.7
Subject to the specific terms of any special delivery
service, delivery can take place at any time of the day between 9am and 5pm
local time.
8.8
The Goods are
at your risk from the time of commencement of delivery. Delivery
commences once the Goods have been loaded by
us or our carrier for dispatch to you or (where applicable) when the Goods are as appropriate either (i) loaded
by us (or on our behalf) on to the collection vehicle at our premises or the
relevant third party premises or (ii) your nominated
carrier commences loading of the relevant Goods, in each
case (i) and (ii) if you are
collecting them or arranging carriage.
8.9
Where we arrange for the Goods to be delivered to you by us or our carrier then:
8.9.1
You shall be responsible for ensuring that:
8.9.1.1 the Goods
are able to be properly and safely off-loaded from the delivery vehicle by us or our carrier;
8.9.1.2 you are
able to store and protect the Goods at your own
expense; and
8.9.1.3 you have
personnel available to move the Goods from the roadside in
to the premises or address of delivery as deliveries will be made as per clause
8.9.2 below.
8.9.2
All deliveries will be to the roadside of the premises or address to
which you have requested the Goods be
delivered.
8.9.3
On our request or that of our carrier you will on
delivery sign a receipt slip in respect of Goods delivered. Any damage of shortfall
must be notified in accordance with clause 13.2.
8.10
Where a carrier appointed by you collects the Goods from our premises then:
8.10.1
You shall be responsible for ensuring that:
8.10.1.1 the collection of the Goods is arranged in advance by
you and agreed by us in writing, in accordance with clause 8.2.
8.10.1.2 the Goods
are collected in suitable and safe vehicles during normal working hours
(being 9am – 5pm) on Business Days; and
8.10.1.3 at your
own expense, the Goods are properly and safely
off-loaded, stacked, stored and protected at your premises.
8.10.2
Entry by you and your vehicle or your carrier and their vehicle onto our premises shall be at your own risk or your carrier’s own risk
respectively.
8.11
Notwithstanding delivery
and the passing of risk in the Goods, or any other provision
of these Terms, legal and beneficial title to the Goods shall not pass to you until we have
received in cash or cleared funds payment in full of the price of the Goods, any associated transportation / delivery
charges and all applicable taxes, duties and levies.
8.12
Until payment has been made
to us in accordance with these Terms and title in the Goods has passed to you, you shall
be in possession of the Goods as bailee for us and you shall store the Goods separately and in
an appropriate environment, shall ensure that they are identifiable as being
supplied by us and shall insure the Goods against all
reasonable risks.
8.13
You shall not be entitled to pledge or in any way charge by way of
security for any indebtedness any of the Goods which remain
our property, but if you do so, all money owing by you to us shall (without prejudice to any other right or remedy
available to us) forthwith become due and payable.
8.14
We reserve the right to repossess any Goods in which we retain title without notice. You irrevocably
authorise us to enter your premises (or that of any third
party in which such Goods are stored) during normal business
hours for the purpose of repossessing the Goods in which we
retain title and inspecting the Goods to ensure compliance
with the storage and identification requirements of clause 8.12.
8.15
If we fail to deliver the Goods, our liability is limited to the cost of obtaining
replacement goods of a similar description and quality in
the cheapest market available, less the price of the Goods.
However, we will not be liable to the extent that any failure to deliver was
caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any
other instructions that are relevant to the supply of the Goods.
8.16
If you fail
to take delivery or if you fail to collect in each case some
or all of the Goods (as appropriate), we may (at our absolute discretion and without prejudice to any other
rights) do any or all of the following: (i) store or arrange
for the storage of the Goods (risk in the same having passed to
you in the same in accordance with clause 8.8) and will charge you for all associated costs and expenses including
transportation, and storage, (ii) make
arrangements for the redelivery of the Goods and will charge
you for the costs of such redelivery, (iii) request
that you collect the Goods from our
premises or that of a third party, or (iv) after 10 Business Days, resell or otherwise dispose of part of, or all
the Goods and after deducting any reasonable storage and
selling costs, charge you for any shortfall below the price
of the Goods.
9.1
There are restrictions on some Goods for certain international
delivery destinations, so please contact us before ordering the Goods
if you have any questions in this regard.
9.2
If you order
Goods for delivery to an international delivery destination,
your order may be subject to import duties and taxes which
are applied when the delivery reaches that destination. Please note that we
have no control over these charges and we cannot predict their amount. You will be responsible
for paying (at your cost) any such duties and taxes and for
liaising with the relevant customs authorities. Please be aware that the Goods may not be released by the relevant customs authorities
unless and until all such sums have been paid by you.
9.3
We where have agreed to deliver the Goods we shall be
responsible for obtaining, at our own cost, such export licences as may be
required from time to time by the UK authorities in relation to the export of
the Goods from the UK to the agreed delivery location and,
if required by you, we shall make those licences available
to you on or before shipment. You will be responsible for
obtaining, at your own cost, any other applicable export
licences.
9.4
You must (i) ensure that any Goods to
be exported from the UK are suitable for and may lawfully be exported to, sold in
and used in the export destination(s) and (ii) comply with
all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law or if you do not
comply with this clause 9.4.
9.5
You shall indemnify us and keep us indemnified on demand from and
against any and all liabilities, demands, claims, damages, expenses, losses and all other reasonable professional costs and expenses suffered and / or incurred by us as a result of and / or in
connection with your breach of clause 9.4
10.
Price of Goods
and delivery charges
10.1
The prices of the Goods, associated transportation / delivery and all applicable taxes, duties and levies will, subject to adjustment in
accordance with this Contract, be the price stated in our Quotation or such other price as may be agreed by us in
writing.
10.2
We take reasonable care to ensure that the prices of Goods
are correct at the time when the relevant Quotation was
provided to you.
10.3
Prices for our Goods, transportation / delivery charges and
taxes, duties and levies may change from time to time, and we reserve the right to increase the price of the Goods, delivery / transportation and associated taxes,
duties and levies (including after we have accepted your order) if the costs of the Goods to us or the
cost of our supply of the Goods to you increases
in each case due to any factor beyond our control including increases in
material and / or labour costs, changes in costs charged by suppliers,
alteration of exchange rates or duties (including import and export duties),
and changes to delivery rates or charges. We will notify you of any such increases in writing and, subject
to any special terms agreed in writing between us (including in the Quotation), you agree to pay such
sums on receipt of our invoice in respect of the same.
10.4
The price of Goods excludes all applicable taxes (including sales taxes
including VAT), duties (including import and export duties) and levies which
shall be payable by you in addition at the applicable rate.
If the rate of any such taxes, duties or levies changes
between the date of your order and the date of delivery, we
will adjust the taxes, duties and levies you pay,
and you
agree to pay such adjusted sums and, subject to any
special terms agreed in writing between us (including in the Quotation), you agree to pay such
sums on receipt of our invoice in respect of the same.
10.5
The price of the Goods does not include packaging or transportation/delivery
charges, which shall be payable in addition as set out in the Quotation (as such charges may be amended in accordance with
this clause 10).
11.1
Subject to any special terms agreed in writing between us (including in the Quotation) and unless we have notified you that we require
payment upfront, we shall invoice you for the price of the Goods plus any transportation / delivery charges
and any taxes, duties and levies on dispatch of the
relevant Goods, unless the Goods are to
be collected by you, in which event we shall be entitled to
invoice you at any time after we have notified you that the Goods are ready for
collection.
11.2
You will pay the price of the Goods plus any transportation / delivery charges and any taxes,
duties and levies in accordance with the payment terms confirmed
by us to you following our review of your credit
application form.
11.3
You must make payment on the due date even if delivery / collection (as
appropriate) has not taken place and/or the property in the Goods
has not passed to you at that time. The time for the payment of our invoices
shall be of the essence of the Contract.
11.4
If you do not pay for the price of the Goods plus any transportation / delivery charges
and any taxes, duties and levies in accordance with clauses
10.4 and 11.1 – 11.3, then without prejudice to our other rights and remedies we reserve the
right to suspend any further deliveries to you and
without limiting any of our other rights or remedies for
statutory interest, charge you interest at the rate of 4%
per annum above the base rate of the Bank of England from time to time on the
amount outstanding until you pay in full.
11.5
All payments must be made to us as indicated on the relevant invoice
issued by us and in British Sterling unless agreed otherwise
between us.
11.6
All amounts due under the Contract shall be paid in
full without any set-off, counterclaim, deduction or withholding (other than any
deduction or withholding of tax as required by law).
12.1
Some Goods come
with a manufacturer’s guarantee provided by the relevant manufacturer. For
details of the applicable terms and conditions, please refer
to the manufacturer’s guarantee, details of which are either (i)
provided with the Goods or (ii) may
be obtained from the relevant manufacturer.
13.
Inspection and Acceptance of the Goods
13.1
You must inspect the Goods on delivery or collection.
13.2
If you identify
any damage to the Goods or shortages of the Goods
you must notify us in writing within 2 days of delivery
or collection, providing full details. We shall have no liability
to you in respect of alleged damage or shortages (i) in
respect of the relevant Goods unless the relevant matters
are notified to us in writing (providing full details) prior to the expiry of
such 2 day period or (ii) which occurred after risk in the relevant Goods
transferred to you in accordance with clause 8.8.
13.3
If you fail to give notice as specified in clause 13.2 then, except in respect of any defect which is not one which would be
apparent on reasonable inspection, you shall be deemed to
have accepted the delivery of the Goods in question upon the
first to occur of (i) inspection of them by you
and (ii) expiry of a period of 4 days after the date of delivery
or collection (as appropriate) (“Goods Acceptance”), and we shall have no liability to you with respect to that delivery after Goods Acceptance (except in respect of any defect which is not
one which would be apparent on reasonable inspection).
13.4
Other than by written agreement in advance on a case by case basis, we
will only accept returned Goods if we are satisfied that
those Goods are not in compliance with this Contract
and, if required by us, we have carried out an inspection and verified such
non-compliance.
14.
The Goods
14.1
The Goods are
intended for use only in the UK. We do not warrant that the Goods
comply with the laws, regulations or standards outside the UK.
14.2
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.
14.3
These Terms also
apply to any repaired or replacement Goods supplied by us
to you.
14.4
You will be responsible for ensuring that:
14.4.1
any use or sale of the Goods by you is
in compliance with all applicable laws (including statutory requirements); and
14.4.2
any handling, use and sale of the Goods by you is carried out in accordance with directions given by us
and any instructions as to the handling, use or sale of the Goods
that are contained on or in the packaging or labelling of the Goods.
14.5
You shall indemnify us and keep us indemnified on demand from and
against any and all liabilities, demands, claims, damages, expenses, losses and all other reasonable professional costs and expenses suffered and / or incurred by us as a result of and / or in
connection with your breach of clause 14.4.
15.1
We only supply the Goods for internal use by your business, and you warrant, represent
and undertake to us that you will not use the Goods for any resale purposes.
15.2
Nothing in these Terms limits or excludes our liability for:
15.2.1
death or personal injury
caused by our negligence;
15.2.2
fraud or fraudulent
misrepresentation; or
15.2.3
breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
15.2.4
any other liability that
cannot be limited or excluded by law.
15.3
Subject to clause 15.2, we will under no circumstances be liable to you, whether in contract, tort (including
negligence), for breach of statutory duty, under an indemnity or otherwise,
arising under or in connection with the Contract for:
15.3.1
any loss of profits, sales,
business, or revenue;
15.3.2
loss or corruption of data,
information or software;
15.3.3
loss of business
opportunity, agreements or contracts;
15.3.4
loss of anticipated
savings;
15.3.5
loss of or damage to
goodwill; or
15.3.6
any indirect, special or
consequential loss.
15.4
Subject to clause 8.15, 13.2, 13.3 and the other
provisions of this clause 15, our total liability to you for all loss and damage arising out of or in connection
with this Contract, whether in contract,
tort (including negligence), breach of statutory duty, under an indemnity or
otherwise, shall be limited to the greater of (i) £5,000
(five thousand pounds) and (ii) 100% of the price of the Goods purchased by you under this Contract.
15.5
Except as expressly stated in these Terms, we do not
give any assurances, representations, warranties or undertakings in relation to
the Goods.
15.6
Any assurances, representation, condition or warranty which might be
implied or incorporated into these Terms by statute, common
law or otherwise is excluded to the fullest extent permitted by law. For example, we will not be responsible for
ensuring that the Goods are suitable for your
purposes and we do not warrant that the Goods will be of
satisfactory quality nor meet with any description or sample.
15.7
This clause 15 will survive termination or expiry of the Contract.
16.1
Without limiting any of our other rights, we may
suspend the supply or delivery of the Goods to you, or terminate the Contract with
immediate effect by giving written notice to you if:
16.1.1
you commit a material breach of
any term of the Contract and (if such a breach is
remediable) you fail to remedy that breach 7 (seven) days of
you being notified in writing to do so;
16.1.2
you fail to pay any amount due
under the Contract on the due date for payment;
16.1.3
you take any step or action in
connection with you entering administration, provisional
liquidation or any composition or arrangement with your 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 your 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;
16.1.4
you suspend, threaten to
suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
16.1.5
your financial position deteriorates
to such an extent that in our opinion your capability to
adequately fulfil your obligations under the
Contract has been placed in jeopardy.
16.2
Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
16.3
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.
17.
Events outside our control
17.1
We will not be liable or
responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by or
attributable to any act or event beyond our reasonable control (“Event Outside Our Control”).
17.2
Examples of Events Outside Our Control include acts
of God, accident, explosion, war, terrorism, civil
commotion or riots, threat of or preparation for war, armed conflict, imposition
of sanctions, embargo, breaking off of diplomatic relations, epidemic or
pandemic, fire, flood, transport delays, strikes and other industrial
disputes, difficulty in obtaining supplies, delayed performance by suppliers or
subcontractors, non-performance by suppliers or subcontractors, collapse of buildings, any law or any action taken by a
government or public authority (including imposing an export or import
restriction, quota or prohibition, or failing to grant a necessary licence or
consent).
17.3
If an Event
Outside Our Control takes place that affects the performance of our obligations under the Contract:
17.3.1
we will contact you as soon as reasonably possible to notify you;
and
17.3.2
our obligations under the Contract will be suspended
and the time for performance of our obligations will be extended for the
duration of the Event Outside Our Control and for a
reasonable period thereafter taking in to account the relevant facts and
circumstances. Where the Event Outside Our Control affects
our delivery of Goods to you, we will
arrange a new delivery date with you after the Event Outside Our Control is over.
18.1
Any notice given under or in connection with the Contract
must be in writing and will be deemed duly given if signed by, or on behalf
of, a duly authorised officer of the party giving notice.
18.2
Notices must be given personally, sent by pre-paid first class post or other
next working day delivery service, sent by email, sent by pre-paid tracked
airmail or pre-paid tracked international courier.
18.3
A notice is deemed to have
been duly given:
18.3.1
when delivered personally,
on signature of a delivery receipt or if earlier at the time the notice is left
at the proper address;
18.3.2
when sent by pre-paid first
class post or other next working day delivery service, at 9.00 am on the third day
after posting;
18.3.3
when sent by email: at the
time of sending to the correct email address, provided that a copy of such
email is also sent, within 3 days of the date of the relevant email, by one of
the methods specified in clauses 18.3.1, 18.3.2 or 18.3.4; or
18.3.4
when mailed by pre-paid tracked airmail or pre-paid tracked
international courier, on the sixth day following mailing or if earlier at the
time of delivery recorded by the relevant delivery service.
18.4
All notices under this
Agreement shall be addressed to the relevant party’s registered office address
(where a company or limited liability partnership) or to its last known place
of business (where not a company or limited liability partnership), or to the
e-mail address notified to the other party from time to time
in writing.
18.5
The provisions of this
clause 18 shall not apply to the service of any proceedings or other documents
in any legal action.
19.1
Both parties will comply
with all applicable requirements of the Data Protection
Legislation. This clause 19 is in addition to, and does
not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
19.2
Where you provide any Personal Data to
Siga then the parties record their intention that Siga shall act as a Controller in respect of
such Personal Data.
19.3
Where Siga provides any Personal Data to
you then the parties record their intention that you shall act as a Controller in respect of such
Personal Data.
19.4
In respect of any Personal Data provided to Siga by you, Siga shall:
19.4.1
Fully comply with the duties and obligations of a Controller under the Data Protection
Legislation;
19.4.2
Not by any act or omission cause you to be in breach
of or not fully compliant with the Data Protection Legislation;
19.4.3
Make available to you all information reasonably
requested by you to demonstrate compliance by Siga with the terms of this clause 19.
19.5
In respect of any Personal Data provided by you to Siga, you:
19.5.1
warrant, represent and undertake that you are
entitled to lawfully transfer the relevant Personal Data to Siga so that Siga may lawfully use the
relevant Personal Data as required in connection with this Contract (which may include the transfer of such Personal Data outside of the EEA);
19.5.2
shall comply with all duties, obligations, and restrictions imposed on
it by the Data Protection Legislation in respect of the
transfer of such Personal Data to Siga;
19.5.3
not by any act or omission in respect of such Personal Data cause Siga to be in breach of or not fully compliant with the Data Protection Legislation.
19.6
You shall indemnify and keep indemnified Siga and
shall pay to Siga on demand a sum equal to, all liabilities,
costs (including but not limited to interest, penalties and legal costs
(calculated on a full indemnity basis) and all other
reasonable professional costs and expenses), claims, demands, expenses,
damages and losses (including but not limited to any direct, indirect or
consequential losses, loss of profit, loss of reputation) suffered
and/or incurred by Siga arising out of and/or in
connection with (i) any breach by you of
or (ii) failure by you to, in each case (i) and (ii) fully comply with the terms of clause 19.5.
20.1
We each undertake that we will keep confidential and not at any time
disclose to any person any confidential information of the
other party, including information concerning the other party’s business,
affairs, customers, clients or suppliers, and the contents of this Contract (“Confidential
Information”), except as permitted by clauses 20.2 and 20.3.
20.2
We each may disclose the
other’s Confidential Information:
20.2.1
to such of our respective employees, officers, representatives, suppliers,
subcontractors and advisers (“Representatives”) who need to know such information for the
purposes of carrying out our respective obligations under the Contract.
We will each ensure that such Representatives comply with
this clause 20 as if they were the relevant party to this Contract;
and
20.2.2
as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
20.3
The provisions of this clause 20 shall
not apply to any Confidential Information that:
20.3.1
is or becomes generally available to the public (other than as a result
of its disclosure by the receiving party or its Representatives in
breach of this clause 20);
20.3.2
was available to the receiving party on a non-confidential
basis before disclosure by the disclosing party;
20.3.3
was, is or becomes available to the receiving party on a
non-confidential basis from a person who, to the receiving party’s knowledge,
is not bound by a confidentiality agreement with the disclosing party or
otherwise prohibited from disclosing the information to the receiving party;
20.3.4
the parties agree in writing is not confidential or may be
disclosed.
20.4
Save as permitted by this clause 20, each of us may only use the other’s
Confidential Information for the purpose of fulfilling our respective obligations under the Contract and enforcing our
rights under it, and not for any other purpose whatsoever.
21.1
Both parties agree that
they will:
21.1.1
comply (and shall procure that their staff comply) with all applicable
laws, statutes, regulations, and codes in relation to anti-bribery and
anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
21.1.2
have and shall maintain in
place throughout the term of this Contract their own
policies and procedures, including but not limited to adequate procedures under
the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where
appropriate;
21.1.3
promptly report to the
other party any request or demand for any undue financial or other advantage of
any kind received by the party in connection with the performance of this Contract.
22.1
Both parties agree that they will:
22.1.1
comply with all applicable anti-slavery and human trafficking laws,
statutes, regulations and codes from time to time in force including The Modern
Slavery Act 2015 (“Anti-Slavery
Legislation”);
22.1.2
have and maintain throughout the term of this agreement their own
policies and procedures to ensure its compliance with Anti-Slavery
Legislation, and will enforce them where appropriate; and
22.1.3
not engage in any activity, practice or conduct that would constitute an
offence under sections 1, 2 or 4, of the Modern
Slavery Act 2015 if such activity, practice or conduct were carried out in
the UK.
23.1
If a dispute arises out of
or in connection with the Contract or the performance,
validity or enforceability of it (Dispute), then the
parties shall follow the procedure set out in this clause:
23.1.1
either party may give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute
Notice), together with relevant supporting documents. Following service
of the Dispute Notice, the Commercial Director (or equivalent) of Siga and your Commercial Director (or equivalent) shall
attempt in good faith to resolve the Dispute.
23.1.2
if the Commercial Director (or equivalent) of Siga and your Commercial Director (or equivalent) are
for any reason unable to resolve the Dispute within 30 days
of service of the Dispute Notice, the Dispute
shall be referred to the Managing Director (or equivalent) of Siga and your Managing Director (or equivalent) who
shall attempt in good faith to resolve it.
23.1.3
if Managing Director (or equivalent) of Siga and
your Managing Director (or equivalent)
are for any reason unable to resolve the Dispute within
30 days of it being referred to them, then the Dispute shall
be finally resolved by arbitration under the LCIA Rules, which Rules are deemed
to be incorporated by reference into this clause.
23.1.4
In respect of any matter referred to arbitration in accordance with
clause 23.1.3, it is agreed that:
23.1.4.1
The number of arbitrators shall be one;
23.1.4.2
default of the parties’ agreement as to the arbitrator, the appointing
authority shall be the LCIA;
23.1.4.3
the seat, or legal place, of the arbitration shall be London, England;
23.1.4.4
the law governing the arbitration agreement shall be English law; and
23.1.4.5
the language of the arbitration shall be English.
24.1
Trademarks. Siga Filtration logo is a trademark and service mark of Siga UK Limited. All other marks
are properties of their respective owners.
24.2.1
We may at any time assign, mortgage, charge, subcontract, delegate,
declare a trust over, transfer or deal in any other manner with any or all of our rights and obligations under the Contract to another
entity.
24.2.2
You may only assign,
mortgage, charge, subcontract, declare a trust over, transfer, or deal in any
other manner with any of your rights or your obligations under the Contract to
another person if we agree in writing in advance. We reserve
the right to withhold such agreement in our absolute
discretion.
24.3
Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
24.4
Waiver. If we do not insist that you perform any of your obligations under the Contract,
or if we do not enforce our rights against you,
or if we delay in doing so, that will not mean that we have waived our right to
subsequently enforce that provision or any other provision, or that you do not have to comply with those obligations. If we do
waive any rights, we will only do so in writing, and that will not mean that we
will automatically waive any right related to any later default by you.
24.5
Severance. Each paragraph of these Terms operates separately.
If any court or relevant authority decides that any of them is unlawful or
unenforceable, the remaining paragraphs will remain in full force and effect.
24.6
Third party rights. The Contract is between you and
us. No other person has any rights under the Contract pursuant
to the Contracts (Rights of Third Parties) Act 1999 or
otherwise to enforce any of its terms.
24.7
Entire agreement. The Contract
and the LCIA Rules referred to in clause 23 are the entire
agreement between you and us in relation to its subject
matter to the exclusion of all other terms (including any terms contained in or referred to in any purchase orders,
correspondence or documentation submitted by you). You
acknowledge that you have not relied on any statement,
promise or representation or assurance or warranty that is not set out in the Contract.
24.8
Governing law and jurisdiction. This Contract
is governed by English law and, subject always to clause 23 (Dispute Resolution), 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.
Implementation date:
21/10/2019
