1                   Interpretation

1.1                In these terms and conditions, unless the context requires otherwise:

Buyer” means the company, firm body, organisation or person purchasing the Goods from the Supplier;

Confidential Information” means any confidential information and technical know-how relating to the Goods, the business of each party, these Conditions or the terms of any Contract, but excluding any information:

(a)               which is publicly known other than by breach of these Conditions; or

(b)               which, when it is disclosed to the other party, the other party can show is already known to that party; or

(c)                which after being disclosed to the other party, is disclosed to that party again by a third party at liberty to disclose it to that party;

Conditions” means the terms and conditions set out in this document as amended from time to time by the Supplier;

Contract” means the contract between the Buyer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions;

Data Protection Laws” means as applicable and binding upon the parties, laws and regulations relating to the processing, privacy, and use of Personal Data, including  the General Data Protection Regulation 2016/679 (“GDPR”), the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and any laws or regulations implementing or replacing the above and any judicial or administrative interpretation of any of the above, and “Data Controller”, “Data Subject”, “Personal Data” and “Personal Data Breach” each have the meanings provided to those terms in Data Protection Laws;

Force Majeure Event” means any circumstances beyond the Supplier’s reasonable control, including war or other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, fire, flood, acts of God, strike, lock-out or other industrial disputes, epidemics or pandemics, unavailability of power, water, gas or other essential services or materials.

Goods” means the goods set out in the Order which may include (but are not limited to) schoolwear, clothing, accessories, sportswear or other related parts and accessories and whether one or a number of items whether or not identical or similar and which may be supplied by the Supplier to the Buyer;

Intellectual Property Rights” means business names, trade marks (textual, visual, or in any other form), domain names, copyright and related rights, goodwill, patents, rights in designs, the right to sue for passing off, rights in confidential information, and all other intellectual property rights, in each case whether registered or unregistered and including any pending applications or rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar rights or forms of protection which exist subsist or will subsist now or in the future anywhere in the world.

Order” means a purchase order in respect of the Goods issued by the Buyer to the Supplier, together with all documents referred to in it;

Permitted Purpose” means the processing of the Personal Data exchanged between the parties in relation to the Contract (i) for the purpose of complying with its obligations in accordance with this Contract; (ii) for the purpose of complying with all legal and regulatory obligations, including (without limitation) to comply with the Data Protection Laws; and (iii) for any other purpose agreed between the Parties in writing from time to time.  

Specification” means the Supplier’s specification for the applicable Goods as set out on the Supplier’s website or as otherwise provide by the Supplier to the Buyer in writing;

Supplier” means Trutex Ltd (company number 7132787) whose registered office is at Taylor Street, Clitheroe, Lancashire, BB7 1NL and any subsidiary of the Supplier through which the Goods are sold;

Supplier Materials” means all documents, images, information, items, and other materials in any form (whether owned or produced by the Supplier or a third party) which are provided by the Supplier to the Buyer in connection with these terms and conditions, the Goods or any Order; and

Supplier's Price List” means the Supplier's then published trade price list at the date of delivery of the Goods.

1.2               In these Conditions, unless the context otherwise requires:

                  1.2.1    the clause headings are for convenience of reference only and shall not affect the construction or interpretation of these Conditions;

                  1.2.2    the word "including" shall be understood to mean "including without limitation" and the word "includes" shall be understood to mean "includes without limitation";

                  1.2.3    reference to a statute or a statutory provision includes:

                                (a) any subordinate legislation made under it;

                                (b) any repealed statute or statutory provision which it re-enacts (with or without modification); and

                                (c) any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it.

1.3               In the event of any conflict between any part of these Conditions, the documents constituting the Contract shall have priority in the following order:

                 1.3.1    these Conditions;

                 1.3.2    the Specification; and

                 1.3.3    the Order.

2                   Quotations, orders and specifications

2.1               The Supplier's quotations are not binding on the Supplier and a Contract will only come into being between the Supplier and the Buyer when the Supplier issues a written acceptance of the Order or where the Supplier delivers the Goods to the Buyer (whichever is earlier). The Conditions shall be deemed to be incorporated in the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate or which are implied by law, trade custom, practice or course of dealing. For the avoidance of doubt as soon as the Supplier provides a written acceptance of the Order or delivers the Goods (whichever is earlier) the Contract is formed and the Buyer shall have no right to cancel such Contract.

2.2               The Buyer shall be responsible for ensuring that all details (including the quantity, description and specification of the Goods) and terms of any Order are complete and accurate. The Supplier reserves the right to reject any Order in its sole discretion.

2.3               In circumstances where the Buyer has entered into a Contract for the purchase of Goods which are to contain a school logo, name, or other identifying feature, and/or are otherwise specific to a particular school, the Supplier may, upon serving not less than 1 months' notice to the Buyer, terminate the Contract in the event that, following the commencement of the Contract, the school decides to delist the Buyer as an approved supplier to it for whatever reason. The Buyer shall notify the Supplier that it is, or may become, delisted without undue delay upon becoming aware that it is, or may become, delisted. The Buyer agrees and understands that the Supplier shall not incur any liability for any losses (whether direct, indirect or consequential) as a result of the termination of a Contract under this clause 3 and that any such termination of a Contract shall not affect the Supplier’s right to be paid for Goods delivered prior to such termination.

2.4               Where Goods are to be supplied from stock, such supply is subject to availability of stocks at the date of delivery.

2.5               Any samples, sales literature, drawings, illustrations or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them and do not form part of the Contract.

3                   Prices

3.1               The Buyer agrees to purchase the Goods from the Supplier and the Supplier agrees to sell the Goods to the Buyer at the price set out in clause 3.2.

3.2               The price of the Goods shall be the same as the price set out in the Order or, where the price has not been provided in the Order, the price listed in the Supplier's Price List.

3.3               Any quotation for the Goods submitted by the Supplier shall not constitute an offer. A quotation shall remain valid for a period of 30 days from the date of the quotation, unless in the quotation some other period is specified or accepted or the quotation is withdrawn by the Supplier.

3.4               Unless otherwise stated, the price for the Goods is in sterling and are exclusive of value added tax and any other tax or duty. The Supplier shall invoice the Buyer for all appropriate taxes and expenses for which the Supplier is liable to collect. The Buyer shall be liable to pay any penalties or interest on such taxes which are payable by the Supplier as a result of the Buyer's delay or non-payment of such taxes. The Buyer shall be liable for delivery costs in respect of an Order below the minimum order threshold set out in the Supplier’s Price List.

3.5               The Supplier may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

                 3.5.1    any factor beyond the Supplier's control (including unforeseen foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and                       other manufacturing costs);

                3.5.2    any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

                3.5.3    any delay caused by any instructions of the Buyer or failure of the Buyer to give the Supplier adequate or accurate information or instructions.

4                   Terms of payment

4.1               Unless by separate prior written agreement, the Buyer shall pay each invoice submitted by the Supplier:

                4.1.1    an invoice dated in Month 1 will be due for payment no later than on the first day of Month 3 e.g. if an invoice is dated between 1st and 31st March it must be paid                     by 1st May; and

               4.1.2    in full and in cleared funds to a bank account nominated in writing to the Buyer by the Supplier.

4.2               Time of payment of any sums due to the Supplier by the Buyer shall be of the essence of the Contract.

4.3               All payments will be made in full without deduction or set-off. When deliveries are spread over a period, each consignment will be invoiced when the Goods are despatched and each invoice will be treated as a separate account and will be payable in accordance with clause 4.1 above.

4.4               Without prejudice to any other right the Supplier may have, where the Buyer fails to pay any invoice in accordance with the foregoing terms or other terms specified in the Contract or where the Supplier is concerned about the Buyer's financial position, the Supplier shall be entitled to suspend further deliveries on the same Order and on any other Order from the Buyer until payment or satisfactory security for payment has been provided by the Buyer.

4.5               If the Buyer has or applies for a credit account with the Supplier, the Supplier may search through Experian and/or other credit reference agencies on your consumer file and the Supplier will monitor and record information relating to the Buyer’s trade performance and such records will be made available to credit reference agencies, who may share that information with other businesses in assessing applications for credit and fraud prevention.

4.6               Without prejudice to any other right the Supplier may have, where the Buyer fails to make a payment due to the Supplier in accordance with the terms of this Contract, the Supplier reserves the right to:

                4.6.1    charge interest on such overdue accounts, such interest to be calculated on a day-to-day basis on the amount outstanding at the rate of 8% above base rate from                       time to time of HSBC Bank PLC from the date when payment becomes due to the date of actual payment; and/or

                4.6.2    issue a notice to the Buyer following which all sums due under the Contract or any other contract between the Buyer and the Supplier shall immediately become due                 and payable.

5                   Delivery

5.1               Unless otherwise agreed in writing by the Supplier, delivery of the Goods shall be by courier and shall take place at the Buyer's place of business (“Delivery Location”).

5.2               Delivery of the Goods shall occur upon receipt of a signature from the Buyer to the courier following unloading of the Goods at the Delivery Location. For the avoidance of doubt, it shall be the Buyer's responsibility to ensure that any person who signs at the point of delivery is an authorised signatory of the Buyer. In the event that a signature is not provided to accept delivery at the Delivery Location, delivery shall be deemed to completed at 9:00am on the day following the day upon which the Supplier notified the Buyer that the Goods would be delivered.

5.3               Risk in the Goods shall pass to the Buyer on delivery.

5.4               The dates for delivery of the Goods are approximate only and, unless otherwise expressly agreed, time is not of the essence for delivery of the Goods. No delay (unless substantial) shall entitle the Buyer to reject any delivery of any part of the Order or any other Order from the Buyer or to repudiate the Contract or the Order.

5.5               The Supplier will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform the Contract if:

               5.5.1    if the delay or failure is due to late delivery or performance or non-delivery or non-performance by carriers, suppliers or subcontractors;

               5.5.2    such failure is caused by a Force Majeure Event;

               5.5.3    such failure is caused by the Buyer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the                   Goods.

5.6               Goods may be delivered in advance of any quoted delivery date upon the Supplier giving reasonable notice to the Customer.

5.7               The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

5.8               Claims for damage or loss in transit by the Buyer must be made against the carrier if delivered by a carrier and any conditions imposed by the carrier in relation to claims for damage or loss in transit should be complied with.

5.9               The Buyer shall notify the Supplier in writing within 7 days of the due delivery date if any Goods have not been delivered. The Supplier will not accept liability for any Goods which have not been delivered if the Buyer does not notify the Supplier of the lack of delivery within 7 days of the due delivery date.

6                   Acceptance

6.1               The Buyer shall be deemed to have accepted the Goods 7 days after the Goods are delivered (as defined in clause 5.1) by the Supplier or earlier if the Goods are sold onto a third party.

6.2               The Supplier shall not be liable for any losses or damages whatsoever for any incomplete deliveries if the Buyer has not notified the Supplier within 7 days of the Goods being delivered that they have not received all the Goods as detailed in the Order.

7                   Title to goods

7.1               Unless otherwise stated, Goods delivered by the Supplier shall be at the Buyer's risk from the point of delivery as set out in clauses 5.1 and 5.2.

7.2               Notwithstanding delivery of and the passage of risk in the Goods to the Buyer, title to the Goods shall not pass to the Buyer until payment in full has been received by the Supplier in respect of:

                7.2.1    the Goods;

                7.2.2    any other account or Order (whether or not accrued, due and payable); and

                7.2.3    any interest payable to the Supplier on any account or Order whatsoever.

7.3               Until title in the Goods passes to the Buyer in accordance with clause 7.2 above:

                7.3.1    the Buyer shall hold all such Goods as bailee for the Supplier and shall store them separately from any similar goods of the Buyer's or any other person in such a way                  as they remain readily identifiable and labelled as the Supplier's property and the Buyer shall oblige its agents, employees or other third parties to ensure that its obligations                 under this clause are complied with at all times;

             7.3.2    the Buyer shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

             7.3.3    the Buyer shall not change, alter, modify or adapt the Goods in any way, including (without limitation) by affixing any logos or branding the Goods; and

             7.3.4    the Supplier may at any time and without notice enter any premises where the Goods are stored in order to inspect them or repossess them and the Buyer hereby                       grants the Supplier, its agents and employees, an irrevocable licence to enter such premises for this purpose.

7.4               The Buyer is authorised to re-sell the Goods to its customers on the following conditions:

              7.4.1    any such re-sales shall be effected on retention of title terms in the Buyer's favour (and the Buyer shall provide such information as the Supplier may reasonably                         require from time to time to ensure the Buyer is complying with this obligation);

             7.4.2    any such re-sales shall be effected by the Buyer as principal for the Supplier and the Buyer has no authority to create privity of contract between the Supplier and any                of the Buyer's customers to whom the Goods are re-sold;

             7.4.3    the Buyer shall pay to the Supplier from the proceeds of re-sale immediately upon receipt the price due and outstanding to the Supplier in respect of the Goods                           subject to the re-sale to the Buyer's customer, and pending such payment hold that sum on trust for the benefit of the Supplier absolutely and in a separate and identifiable                bank account held with a UK clearing bank to whom notification of the Supplier's interest shall be given; and

            7.4.4    if the Buyer chooses to deal with any book debts or claims created on re-sale of the Supplier's Goods, by way of a sale, assignment, charge or creation of any interest in              favour of any third party, prior to such dealing the Buyer shall provide a copy of these terms to such third party.

7.5               The Buyer's right to possession and authority to re-sell the Goods (in accordance with clause 7.4 above) shall automatically terminate if the Buyer, being an individual, is declared bankrupt or makes any proposal to its creditors for any composition or voluntary arrangement or, being a company, an administrator, administrative receiver or other receiver is appointed in respect of its business and/or assets, or liquidator is appointed for the Buyer (whether by creditors are compulsory winding up order) or if the Buyer enters into any composition or arrangement with its creditors, or if any distress or execution is levied against any of its assets.

7.6               Exercise of these rights under this clause 7 shall be without prejudice to other rights or remedies that the Supplier may have whether under these Conditions or any contract with the Buyer or otherwise, including the right to compensation for any profits lost as a result of the Buyer's breach of contract.

8                   Warranties and liabilities

8.1               Save as expressly set out in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law, included but not limited to the terms implied by sections 13 to 15 of the Sale of Goods Act 1979.

8.2               The Supplier warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will meet the relevant Specification.

8.3               In addition to clause 8.6, the Supplier shall not be liable for a breach of the warranty in clause 8.2 unless:

8.3.1    the Buyer gives written notice of the defect to the Supplier within 7 days of the time when the Buyer discovers or ought to have discovered the defect, together with details of the defect including:

                  (a)               the invoice number of the defective Goods (where relevant);

                  (b)               a description clearly identifying the Goods in question;

                  (c)                the quantity of defective Goods; and

                  (d)               a full description of the defect; and

8.3.2    the Supplier is given a reasonable opportunity after receiving the notice to examine such Goods and the Buyer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Buyer's cost for the examination to take place there.

8.4               If Goods are defective, incorrect or damaged on delivery, the Buyer shall (whether or not delivery is refused by the Buyer) notify the Supplier in writing within 7 days of the date of said delivery giving full details of such claim as set out at clause 8.3.1.

8.5               The Supplier will not be liable for any reasonable excesses and/or deficiencies in the quantity of Goods delivered up to a variation of 10% between the Goods ordered and the Goods delivered. Where such excess or deficiency is less than or equal to 10%, the Buyer is not entitled to reject such Goods on the grounds that they are not precisely as specified in the Order. Accordingly, the Buyer shall pay for such Goods on a pro rata basis in accordance with these Conditions.

8.6               The Supplier shall not be liable for a breach of any of the warranty in clause 8.2 or for any claims in respect of incorrect Goods or incorrect quantities of Goods delivered if:

              8.6.1    the Buyer makes any further use of the Goods after giving notice to the Supplier in accordance with clauses 8.4 and/or 8.3.1;

              8.6.2    any defect arises due to the improper use of the Buyer or any third party or because the Buyer or third party failed to follow the Supplier's or the manufacturer's oral                  or written instructions as to the storage, usage or maintenance of the Goods or (if there are none) good trade practice regarding the same;

              8.6.3    any defect results from or is attributable to fair wear and tear of the Goods, the negligence of the Buyer or any third party or from materials, or instructions supplied                  by the Buyer or any third party;

              8.6.4    the incorrect Goods or incorrect quantities of Goods results from or is attributable to the inaccuracy of the terms of any Order submitted by the Buyer or failure by the                Buyer to give the Supplier sufficient or accurate information to enable the Supplier to perform the Contract in accordance with its terms; or

              8.6.5    the Buyer alters or repairs such Goods without the written consent of the Supplier.

8.7               Nothing in this Contract limits or excludes any liability which cannot legally be limited, including:

              8.7.1    fraud, or fraudulent misrepresentations;

              8.7.2    death or personal injury caused by negligence; or

              8.7.3    the terms as to title or quiet possession implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

              8.7.4    liability for defective products under the Consumer Protection Act 1987.

8.8               In respect of any cause of action (including an action for negligence) arising out of or in connection with the Goods, the Supplier's entire liability shall be limited, to the extent that the cause of action related to the Goods, (at the Supplier's option) to:

              8.8.1    repairing or re-supplying the Goods; or

              8.8.2    refunding or issuing a credit note for the amount paid by the Buyer in respect of the Goods purchased, and the Buyer shall (at the Buyer's expense), if the Supplier so                 requests, return the Goods or the part of such Goods which is defective or incorrect to the Supplier.

8.9               If the Supplier complies with clause 8.8 it shall have no further liability for a breach of any of the warranties in clause 8.2 in respect of such Goods or for delivery of incorrect Goods.

8.10            Any Goods that have been replaced will belong to the Supplier and any replacement Goods will be subject to the warranties in clause 8.2 and these Conditions.

8.11            Subject to clause 8.7 the Supplier will not be liable to the Buyer whether in contract, tort (including negligence) or howsoever caused for any: (a) loss of profit; (b) loss of anticipated profit; (c) any indirect, special or consequential loss, (d) loss of agreements or contracts; or (e) loss of or damage to goodwill.

8.12            Subject to clause 8.7, 8.8 and 8.11 the Supplier's total liability whether for breach of contract, tort (including negligence) or howsoever caused under or in connection with the Contract shall be limited to the total value of the relevant Order.

9                   Returns

9.1               Notwithstanding clause 8.8 and the provisions of clause 8 in respect of defective Goods, the Buyer may return Goods delivered to and accepted by it subject to:

              9.1.1    prior written agreement of the Supplier acting in its entire discretion and on issue of a valid Goods return number;

              9.1.2    payment of a handling charge as specified by the Supplier from time to time; and

              9.1.3    the Goods being in the same condition as they were on delivery.

9.2               Goods will not be accepted where:

              9.2.1    Goods are damaged by incorrect care/ handling;

              9.2.2    Goods have suffered normal wear and tear, accident or mishandling;

              9.2.3    Goods are shop soiled or have discoloured due to lengthy periods in store;

              9.2.4    Goods are discontinued styles; or

              9.2.5    the Buyer has changed their mind or placed an incorrect order.

10                Termination

10.1            If the Buyer subsequently cancels, reduces in scope or frustrates (by an act or omission on part of the Buyer or any third party relied upon by the Buyer) the Contract, the full price for the Contract shall remain payable unless otherwise agreed in writing by the Supplier in advance.

10.2            The Supplier shall be entitled to terminate the Contract immediately, stop all Goods in transit and suspend further deliveries by written notice to the Buyer if:

                10.2.1 the Buyer commits a breach of these Conditions which is not capable of remedy or in the case of a breach which is capable of remedy, fails to remedy the same                            within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied;

                10.2.2 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an                                administrative order or goes into liquidation, or an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Buyer, or the Buyer                      ceases or threatens to cease business, or an equivalent or analogous event occurs in any other jurisdiction; or

                10.2.3 the Buyer's financial position deteriorates to such an extent that in the Supplier's opinion the Buyer's capability to adequately fulfil its obligations under the                                    Contract has been placed in jeopardy.

10.3            Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party up to the date of termination.

11                Assignment and subcontracting

11.1            None of the rights or obligations of the Buyer under the Contract or these Conditions may be assigned or transferred in whole or in part without the prior written consent of the Supplier.

11.2            The Supplier shall be entitled to subcontract any work relating to the Contract without obtaining the consent of, or giving notice to, the Buyer.

12                Notices

12.1            Any notice or other communication to be given under these Conditions must be in writing and may be delivered by hand sent by prepaid first-class letter post or email to [email protected].

12.2            Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by email, at the time of transmission. If deemed receipt would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this clause, business hours means 9:00am to 5:00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

13                Force Majeure

The Supplier shall not be in breach of the Contract nor liable for any delay in, or failure of, performance of its obligations under these Conditions or the Contract arising from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

14                Confidentiality

14.1            Subject to clause 14.3, and save as necessary in order for the Supplier to supply the Goods to the Buyer, neither party may use any of the other party's Confidential Information.

14.2            Subject to clause 14.3, neither party may disclose to any other person any of the other party's Confidential Information.

14.3            Either party may disclose the Confidential Information of the other:

14.3.1 when required to do so by law or any regulatory authority, provided that party required to disclose the Confidential Information, where practicable and legitimate to do so:

                   (a)               promptly notifies the owner of any such requirement; and

                   (b)               co-operates with the owner regarding the manner, scope or timing of such disclosure or any action that the owner may take to challenge the validity of such                           requirement; and

                   (c)                to its (or any of its associated company's) personnel, sub-contractors' personnel or any person whose duties reasonably require such disclosure, on condition                         that the party making such disclosure ensures that each such person to whom such disclosure is made:

                                      (i)                 is informed of the obligations of confidentiality under these Conditions; and

                                      (ii)                complies with those obligations as if they were bound by them.

14.4            The obligation of confidentiality contained within this clause 14 shall survive termination of the Contract and these Conditions howsoever caused.

15                Data protection

15.1            The Supplier and the Buyer agree that each party is a Data Controller of any Personal Data exchanged in relation to this Contract and shall comply with the obligations imposed on Data Controllers under Data Protection Laws. Each party shall only process any Personal Data exchanged in relation to this Contract for the Permitted Purpose and at all times in accordance with applicable Data Protection Laws. Nothing in this Contract shall prohibit or otherwise restrict a party from complying with such obligations and neither party shall take any action which puts another party in breach of Data Protection Laws.

15.2            Each party shall notify the other:

             15.2.1 without undue delay and in any event within 7 days upon receiving a subject access or other request from a Data Subject pursuant to their rights under the Data                           Protection Laws concerning Personal Data disclosed by the other party, or which relates to any other claim, complaint or allegation relating to Personal Data disclosed to by                   other party; and

            15.2.2 without undue delay and in any event within 48 hours upon becoming aware of or having reasonable cause to suspect a Personal Data Breach has occurred involving                   Personal Data provided by the other party,

and in each case the parties shall co-operate with each other in handling such an event and provide reasonable assistance to the other in the discharging of their respective duties under Data Protection Laws.

15.3            Each party shall (at its own cost) assist the other in complying with its obligations as Data Controller including by providing reasonable assistance, information and cooperation as required by Data Protection Laws to the other party and, if appropriate, to Data Subjects.

15.4            The Buyer undertakes to indemnify and hold harmless the Supplier from, for and against all costs, claims, demands, expenses and all other liabilities the Supplier may incur or suffer as a result of any breach of clause 15.1 by the Buyer.

16                Intellectual property

16.1            All trade marks and trade names (including without limitation Trutex), logos, copyright in any images and brochures and all other Intellectual Property Rights which belong to the Supplier ("Trutex IP") and all Supplier Materials shall remain in the ownership of the Supplier. Nothing in these Conditions transfer any rights of use or ownership or grants any licences for the Buyer to use any such Trutex IP or Supplier Materials, whether for marketing purposes or any other use.

16.2            If the Buyer wishes to use any of the Trutex IP or Supplier Materials in any form or for any purpose:

                16.2.1 the Buyer must first get the Supplier's permission in writing to do so;

                16.2.2 subject to clause 16.3, the Supplier may either grant or refuse to grant a licence to use the Trutex IP and/or Supplier Materials at its sole discretion; and

                16.2.3 following such licence being granted, the Buyer shall promptly execute and deliver such documents and perform such acts as may be required for the purpose of                          giving full effect to any such licence.

16.3            Where the Supplier grants to the Buyer in writing a licence to use the Trutex IP and/or Supplier Materials, any such licence shall be subject to the following conditions:

                 16.3.1 the licence is personal to the Buyer, non-exclusive, non-transferable, non-assignable and not capable of sub-licence;

                 16.3.2 the licence is temporary, lasting for any period which the Supplier specifies in writing or, if no period is specified, for a reasonable period of time (subject to                                     immediate revocation at any time);

                16.3.3 the Buyer shall not use the Trutex IP and/or Supplier Materials for any purpose other than to advertise the relevant Goods to which the Trutex IP and/or Supplier                          Materials relate, or for any other purpose as specified by the Supplier from time to time; and

                16.3.4 the Buyer shall not alter or modify in any way the Trutex IP and/or Supplier Materials;  

                16.3.5 any such licence is immediately revocable at any time by the Supplier on written notice;

                16.3.6 on receipt of written notice from the Supplier, the Buyer will immediately cease its use of the Trutex IP and/or Supplier Materials and confirm in writing that it has                         complied with its obligation under this clause; and

                 16.3.7 if the Supplier has required the Buyer to cease use of any Trutex IP and/or Supplier Materials, the Buyer shall immediately return or destroy or delete (at the                                   Supplier’s sole option) all Trutex IP and/or Supplier Materials in its possession or control.

16.4            Without prejudice to any other rights or remedies that the Supplier may have, the Buyer acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this clause 16 by the Buyer. Accordingly, the Supplier shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this clause 16.  

17                General provisions

17.1            Nothing in these Conditions shall render any member of staff of the Buyer an employee, agent or partner of the Supplier and nothing in these Conditions shall made the other party the agent or partner of the other, or give either party the power to bind the other.

17.2            A person who is not party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

17.3            The invalidity, illegality or unenforceability of any provision of these Conditions shall not affect the other Conditions which shall remain unaffected.

17.4            These Conditions represent the entire understanding relating to the Contract, unless otherwise expressly agreed between the parties, and supersede all other statements, representations or warranties (whether written, made by email or oral) made by the Supplier, its employees and agents. Nothing in these Conditions shall affect the liability of either party in respect of any misrepresentation, warranty or condition that it makes fraudulently. Any rights not expressly granted in these term and conditions are reserved by the Supplier.

17.5            No waiver by the Supplier of any breach of the Contract and/or these Conditions by the Buyer shall be considered as 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.

17.6            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 all respects in accordance with English law.

17.7            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.


v Oct 2023