1 Introduction
1.1 This Agreement is made between the entity inserted in the Form of Framework for Goods and Services (“MFSG”) and the Supplier named in the Form of Framework for Goods and Services (the “Supplier”) under which MFSG agrees to purchase the goods or services which the Supplier will provide or perform (together the “Goods and Services”) as detailed in the Form of Framework Goods and Services or an official “Purchase Order” issued to the Supplier by MFSG. No variation or addition to these terms and conditions will form part of this Agreement unless made or specifically accepted by MFSG in writing.
1.2 These terms and conditions will override and take the place of any other terms or conditions contained in any document or other communication used by the Supplier.
1.3 The benefit (subject to the burden) of an order placed by way of a Form of Framework for Goods and Services may be taken by any company in the MFSG group of companies and these terms and conditions may be enforced by any of them, in each case either as principal or as the duly authorised agent for any of the other companies. This is done to assist the effective processing and administration of each Form of Framework for Goods and Services and does not in any way affect the Supplier’s rights.

2 Goods and Services
2.1 The Goods and Services shall be provided in the quantities, by the times and at the locations set out in the Form of Framework for Goods and Services or otherwise agreed with MFSG in writing and MFSG shall not be obliged to accept any incomplete delivery or any Goods and Services in excess of the amounts ordered.
2.2 The Supplier shall be the non-exclusive supplier of the Goods and Services to MFSG.
2.3 Unless specifically provided for in the Form of Framework for Goods and Services, the Supplier shall ensure that the Goods and Services are fully compatible with MFSG’s and it’s customer’s equipment or property.
2.4 The Supplier acknowledges that MFSG relies on the skill and judgment of the Supplier in the supply of the Goods and Services and the performance of its obligations under the Agreement.
2.5 The Supplier shall not depart from the Agreement unless the Supplier has obtained MFSG’s written approval. The Supplier shall make any reasonable amendments to the Goods and Services required by MFSG and, unless agreed in writing by MFSG, any such amendments shall not increase the price.
2.6 Where the Supplier is to provide formal progress reports to MFSG under the Agreement, the Supplier shall provide such reports at the times and in such form as may be specified or as otherwise requested by MFSG. The submission and acceptance of progress reports shall not prejudice the rights of MFSG under any other provision of the Agreement.
2.7 The Supplier shall be deemed to have satisfied itself as regards the nature and extent of the Goods and Services, including but not limited to the time necessary to complete the Goods and Services, access to the location(s) where the Goods and Services is to be provided or performed, and the personnel and equipment necessary to provide or perform the Goods and Services.
2.8 The Supplier shall supply, where relevant and appropriate, a certificate of conformance with any relevant specification confirming conformance with all appropriate regulatory approvals and health and safety requirements.

3 Delivery, Inspection, Installation and Testing
3.1 Unless otherwise stated in the Form of Framework for Goods and Services or Purchase Order, where the Goods and Services are to be delivered by the Supplier, the point of delivery shall be when the Goods and Services are removed from the transporting vehicle at the location specified in the Form of Framework for Goods and Services or Purchase Order. The Supplier shall off-load the goods as directed by MFSG and, unless agreed otherwise, delivery shall be during MFSG’s normal working hours. Where the Goods and Services are to be collected by MFSG, the point of delivery shall be when the Goods are loaded onto MFSG’s transporting vehicle.
3.2 Delivery will be deemed to be incomplete if the Supplier fails to provide MFSG with all documentation or training necessary for the safe and proper operation or intended use of the Goods and Services.
3.3 The issue by MFSG of receipt note for the Goods and Services shall not constitute any acknowledgment of the condition, quantity or nature of the Goods and Services.
3.4 The Supplier must ensure all goods delivered as part of the Goods and Services are suitably packaged and marked in a proper manner and in accordance with any MFSG instructions and statutory requirements and any requirements of the carriers. MFSG shall not be obliged to return any packaging materials for any goods whether or not they are accepted by MFSG.
3.5 Except where otherwise provided for in the Form of Framework for Goods and Services or Purchase Order, delivery shall include the unloading, stacking, of the Goods and Services by the Supplier or the Supplier’s suppliers or carriers at such place as MFSG or a duly authorised person shall reasonably direct.
3.6 If the Goods and Services requires the carrying out of tests, the Instalment of Goods and Services or delivery of training, delivery shall not be deemed to be complete until such tests have been passed, Goods and Services installed or training delivered to MFSG’s unconditional satisfaction and the Supplier shall provide MFSG, upon request, with copies of all test reports and all data discovered as a result of testing.
3.7 If MFSG installs any Goods and Services supplied to it, the Supplier shall supply in advance of delivery a functional description of each part of the Goods and Services, together with sufficient drawings and instructions to allow MFSG to install, operate and maintain the Goods and Services including details of any special environmental controls required to ensure that the Goods and Services meets any relevant specification.
3.8 Where the Form of Framework for Goods and Services or Purchase Order specifies the time of performance or delivery of the Goods and Services, time for such performance or delivery shall be of the essence.
3.9 The Supplier shall notify MFSG if any delivery or performance is likely to be delayed beyond the date specified in the Form of Framework for Goods and Services and / or Purchase Order. If the Form of Framework for Goods and Services and/ or Purchase Order provides for the payment of liquidated damages for delays in performance or delivery then these shall apply. If not, then the provisions of Clause 3.10 shall apply.
3.10 Failure by the Supplier to notify any likely delay shall entitle MFSG to terminate without liability all or part of the order set out in the Form of Framework for Goods and Services and/ or Purchase Order. MFSG shall also be entitled to compensation for any direct losses resulting from such failure and delay to a maximum amount of £500. If any delay which is notified does or is likely to exceed 7 days, MFSG shall be entitled to terminate without liability on its part all or part of the order set out in the Form of Framework for Goods and Services and / or Purchase Order and/or (unless the delay is due to Force Majeure) to compensation for any resulting direct losses.
3.11 In addition to any other right MFSG may have under this Agreement or any other contract between it and the Supplier, it shall be entitled to postpone the date of delivery or performance for whatever period it thinks fit upon giving notice in writing to the Supplier. The Supplier shall not make any additional charges for providing or performing the Goods and Services where MFSG exercises this right, unless the Supplier can demonstrate to the reasonable satisfaction of MFSG, providing supporting evidence, that such additional charges are unavoidable.
3.12 If the Goods and Services is delivered or performed in instalments, MFSG may treat the Agreement either as a single contract and not severable, or it may elect to terminate the whole of any unfulfilled part of the Agreement without any further liability to the Supplier.
3.13 The Supplier shall liaise with MFSG (and any third parties designated by MFSG) regularly and at such intervals as MFSG may request in connection with the Goods and Services. The Supplier shall provide MFSG’s nominated representative(s) with access to observe performance of the Goods and Services at all key stages in their development.
3.14 If an inspection by MFSG at any time after delivery by the Supplier establishes that all or any part of the Goods and Services supplied does not comply with all the requirements of the Agreement, MFSG may (without limitation) reject the Goods and Services supplied, return it to the Supplier and require replacement or rectification, or require re­-performance of the Goods and Services and in each case recover its losses, costs and expenses from the Supplier.
3.15 If the Supplier fails to complete delivery of any Goods and Services in accordance with this Agreement for any other reason than Force Majeure, without prejudice to any other right and remedies it may have, MFSG shall be entitled to:
(a) Require the Supplier to remedy such defect at its own cost within 7 days (in which case the Supplier shall also be liable to MFSG for any costs arising out of any damage caused by the Supplier in remedying such defects and shall also provide free of charge any additional Goods and Services necessary to remedy the Goods and Services); and/or
(b) Charge to the Supplier the costs incurred by MFSG in having such defects remedied; and/or
(c) Cancel and Goods and Services which have not been delivered by the date required and require repayment of any part of the price which has been paid; and/or
(d) Charge to the Supplier any additional costs, losses or expenses which MFSG may incur due to the Supplier’s failure to deliver the correct Goods and Services by the specified date including, but not limited to, any additional costs incurred by MFSG in obtaining any replacement Goods and Services from a third party and any payments contractually due to third parties as a result of the Goods and Services not being so provided by the specified delivery date.
The charge(s) made by MFSG relative to this clause (3.15) shall not exceed £500.

4 Price and Payment
4.1 The price for the Goods and Services shall be as set out or described in the Form of Framework for Goods and Services and/ or Purchase Order. The price shall be exclusive of VAT but inclusive of all other, taxes, charges and expenses including packaging, shipping, carriage, insurance, testing and delivery of the Goods to the delivery address and any duties, imposts or levies unless agreed otherwise at the time of order. The price will be fixed unless the Form of Framework for Goods and Services and / or Purchase Order provides otherwise. No increase in price may be made (whether on account of increased material, labour or transport costs, fluctuations in exchange rates, legislative or regulatory changes, or otherwise) without the prior written consent of MFSG.
4.2 Unless specified otherwise in the Contact Form, the Supplier shall invoice MFSG at any time after the later of the due date for completion of the Goods and Services and the actual date of such completion. The Invoice shall include the period to which the charges relate, the contact name at MFSG, a description of the Goods and Services to which the invoice relates, a valid MFSG Purchase Order number and such other information as MFSG may reasonably require.
4.3 MFSG shall not be obliged to pay and/or consider any invoice that (i) exceeds a valid MFSG Purchase Order and/or (ii) does not quote a valid MFSG Purchase Order number or is received more than ninety (90) days after the Goods and Services have been delivered or services completed.
4.4 Unless the Form of Framework for Goods and Services and/or Purchase Order provides otherwise, or where the invoice is disputed by MFSG, payment shall be made within 60 days from the end of the month of receipt of invoice. Except with MFSG’s prior written consent, the Supplier shall not factor or assign any invoice submitted to MFSG pursuant to this Agreement.
4.5 If MFSG has agreed to reimburse the Supplier for expenses incurred in the performance of the Goods and Services then the Supplier shall provide receipts or such other evidence as MFSG may require to support any claim for such expenses.
4.6 Without prejudice to any other right or remedy MFSG may have, MFSG reserves the right to set off any amount owing at any time by the Supplier to MFSG, whether under this Agreement or any other agreement which may exist from time to time between them, against any amount payable by the Supplier to MFSG under this Agreement.
4.7 MFSG shall deduct the cost of any Goods and Services which are returned by MFSG from the next payment due to the Supplier. Where the return of any Goods and Services put the Supplier into a debt position and MFSG is unable to deduct the balance from a payment due, MFSG will issue a debit note and shall require settlement of the debit note by the Contactor within 14 days of the date of the debit note.
4.8 The Supplier shall not suspend the supply of the Goods and Services for late payment without first notifying MFSG.
4.9 The Supplier shall keep proper accounts and records, including all receipts, for all charges and expenses relating to the Agreement. Such accounts, records and receipts shall be retained by the Supplier for at least 3 years following the termination of the Agreement.
4.10 The Supplier shall permit MFSG, its employees, nominated representatives and independent auditor to examine on request at all reasonable times such accounts, records and receipts as are to be kept by the Supplier under Clause 4.9. Such examination shall be permitted at the offices of the Supplier or at such other places where they may be kept. The Supplier shall permit MFSG, its employees, nominated representatives and independent auditors to take copies of such accounts, records and receipts and shall promptly provide proper explanations to any questions raised relating to the contents of these.
4.11 The Supplier shall indemnify MFSG on a continuing basis against any liability, including interest, penalties or costs incurred which is levied, demanded or assessed on MFSG at any time in respect of the Supplier’s failure to account for or to pay any VAT relating to payments made to the Supplier under the Agreement. Any amounts due under this clause 4.11 shall be paid to the Supplier to MFSG not less than 5 days before the date upon which the tax or other liability is payable by MFSG.

5 Variations
5.1 The Supplier shall accept any reasonable variation to the specification for the Goods and Services requested by MFSG. The price shall be adjusted and agreed in writing by MFSG to reflect the variation having regard to the rates and prices used in the Agreement or, where these are not relevant, to what is fair and reasonable.
5.2 Neither Party shall be bound by any variation to the Agreement unless and until it is confirmed in a variation to the Form of Framework for Goods and Services and / or Purchase Order signed by authorised representatives of each Party.

6 Intellectual Property
6.1 The Supplier hereby assigns absolutely by way of present and (to the extent permissible by law) future assignment with full title guarantee all intellectual property rights which are created by the Supplier or on the Supplier’s behalf as part of the Goods and Services where the Supplier designs, produces or makes available any item or service which is specific to MFSG. Such Intellectual property will not extend beyond the part or modification made for MFSG. The Supplier may use those intellectual property rights only as properly and reasonably required in connection with the supply of the Goods and Services for MFSG.
6.2 The Supplier grants MFSG a non-exclusive, worldwide, perpetual, transferable, royalty-free licence (including the ability to grant sub-licences) in respect of all intellectual property rights in the Goods and Services which have been made specifically for MFSG as per 6.1 under Clause 6.1.
6.3 The Supplier shall obtain all releases, waivers and authorisations throughout the world necessary for MFSG to make full and free use of the Goods and Services.
6.4 The Supplier shall and shall procure that the Supplier’s agents, employees and sub-Suppliers shall execute any documents or do anything else reasonably required by MFSG to vest in and transfer to MFSG (and maintain, defend, enforce) those intellectual property rights referred to in Clause 6.1, to secure the licences referred to in Clause 6.2 and to confirm those releases, waivers and authorisations referred to in Clause 6.3.
6.5 The Supplier shall not use or permit the use of any of the intellectual property belonging to MFSG (or MFSG’s licensors), including without limitation logos or other intellectual property rights without the prior written agreement of MFSG.
6.6 The Supplier will indemnify and hold MFSG harmless against any damages (including costs) that may be awarded or greed to be paid in respect of any claim or action that any Goods and Services supplied by the Supplier infringes any intellectual property right of any third parties.

7 Hazardous Goods
7.1 If any Goods and Services to be provided or performed under the Agreement involves the use of any hazardous substances or requires any special precautions to be taken to ensure safety in handling, transport, storage or use, the Supplier shall prior to delivery furnish MFSG with written details of the nature of those substances and the precautions to be taken and shall ensure that before despatch appropriate instructions and warnings are clearly and prominently marked or securely attached to any containers into which they are packed.
7.2 In particular (but without limitation) the Supplier shall provide to MFSG in writing all such data, Instructions and warnings as are required to comply with applicable legislation relating to health and safety and shall indemnify MFSG against any and all liabilities, claims and expenses which may arise as a result of the Supplier failure to do so.

8 Ownership and Risk
8.1 The risk and title in any goods which form all or part of the Goods and Services shall pass to MFSG when full and final payment is made.

9 Warranties
9.1 The Supplier warrants that all of the Goods and Services supplied by it under the Agreement:
(a) will be in full accordance with any specification in the Form of Framework for Goods and Services and/ or Purchase Order or which MFSG may provide the Supplier with from time to time;
(b) will be provided in accordance with the required service levels or key performance indicators (if any) set out or referred to in the Form of Framework for Goods and Services and / or Purchase Order;
(c) will not infringe any intellectual property rights or other rights of any third party anywhere in the world;
(d) will be provided by appropriately qualified and trained personnel with all due skill, care and diligence and to such standards of quality and or/specifications stated in the Form of Framework for Goods and Services and/ or Purchase Order or (if none are so stated) as it is reasonable for MFSG to expect from the Supplier;
(e) will be of satisfactory quality and will be fit for any purpose stated by MFSG prior to the date when the Form of Framework for Goods and Services and/ or Purchase Order is signed, or stated in the Form of Framework for Goods and Services and / or Purchase Order or held out by the Supplier;
(f) will be free from all defects in design, material and Goods and workmanship; and
(g) will correspond with any samples provided.
9.2 In supplying the Goods and Services the Supplier shall (and shall procure that the Supplier’s agents, employees and sub­ Suppliers shall) comply with, and the Supplier shall ensure that the Goods and Services complies with, all applicable laws (including but not limited to the Bribery Act 2010), standards, codes of practice (whether voluntary or mandatory), statutory requirements or other regulations and with such of MFSG’s standard policies and procedures (“MFSG Policies”) as MFSG may issue to the Supplier from time to time (including but not limited to the MFSG’s Anti-Corruption and Bribery Act Policy).
9.3 If the Supplier is not the manufacturer and if required by MFSG the Supplier shall assign the benefit of any warranty or guarantee given by the manufacturer or the Supplier’s supplier relating to the Goods and Services.
9.4 Where any Goods and Services supplied under this Agreement are the subject of a guarantee and if within the relevant guarantee period MFSG gives notice in writing to the Supplier of any defect in the design, materials or Goods and workmanship of the Goods and Services (other than a design made, furnished or specified by MFSG for which the Supplier has in writing disclaimed responsibility), the Supplier shall, as soon as possible, replace or repair (at MFSG’s sole option, acting reasonably) the relevant Goods and Services so as to remedy the defects without cost to MFSG, provided that MFSG shall, where practicable, within a reasonable period of time of discovery of any defect, return the defective Goods and Services or parts of them to the Supplier at the Supplier’s risk and expense unless it has been agreed between the parties that the necessary replacement or repair shall be carried out by the Supplier on MFSG’s premises.
9.5 The liabilities of the Supplier under this clause 9 shall be in addition and without prejudice to any other rights or remedies of MFSG (whether arising in contract, tort, at common law, under statute or otherwise).

10 Personnel
10.1 MFSG reserves the right to refuse access to any premises controlled by MFSG to any person employed by the Supplier or any sub-Supplier whose admission would in the opinion of MFSG be undesirable.
10.2 If and when directed by MFSG the Supplier shall provide lists of the names and addresses of all persons who may at any time require permission to access any premises controlled by MFSG in connection with the performance of the Agreement. The Supplier shall also specify the capacities in which such employees are concerned with the Agreement and provide such other particulars as MFSG may reasonably require.
10.3 The decision of MFSG on whether any person is to be refused admission to any premises under its control and on whether the Supplier has complied with the obligations set out in Clause 10.2 shall be final and conclusive.
10.4 The Supplier shall be responsible for any income tax, national insurance contributions or other statutory payments in relation to any and all individuals employed or engaged in the provision of the Goods and Services from time to time (the “Employees”) and will ensure that they are deducted and/or paid to the relevant authorities. The Supplier shall indemnify MFSG against all demands, claims, actions, proceedings, damages, payments, losses, costs, expenses or other liabilities (together “Losses”) arising out of any claim or assertion that any Employee is or was an employee, servant or Goods and Services of MFSG by reason of being engaged in the Goods and Services or arising out of any act or omission of the Supplier or any of the Supplier’s sub-Suppliers, employees or agents in relation to any Employee.
10.5 At any time during the continuance of the Agreement MFSG may require the Supplier to provide to MFSG (or any other person nominated by MFSG} within 14 days, such information as MFSG or MFSG’s nominee may reasonably require in connection with the employment or engagement of the Employees. This Clause 10.5 is without prejudice to Clause 10.6 below.
10.6 The Supplier will procure that there will be no transfer of employment of any of the Employees to MFSG or any person who provides services to MFSG (a “Future Service Provider”) following the termination of the Agreement or the termination of the provision of any of the Goods and Services by the Supplier (directly or indirectly) and on or prior to any such termination the Supplier shall ensure that all Employees are redeployed elsewhere in the Supplier’s or the Supplier’s sub-Suppliers’ business or are dismissed at the Supplier’s expense.
10.7 The Supplier shall indemnify MFSG (for MFSG’s benefit and that of any Future Service Provider) and hold MFSG harmless against all Losses incurred by MFSG and/or any Future Service Provider by virtue of the operation or alleged operation of the Transfer of Undertakings (Protection of Employment) Regulations 2006 in connection with the termination of the Agreement or termination of the provision of any of the Goods and Services (including any dismissal or alleged dismissal of any Employee by MFSG or a Future Service Provider).

11 MFSG Property
11.1 Any property which is issued by or on behalf of MFSG to the Supplier in connection with the Agreement shall remain the property of MFSG and shall be used solely in connection with the Agreement and not for any other purpose without the prior written agreement of MFSG.
11.2 All MFSG property shall be deemed to be in good condition when received by or on behalf of the Supplier unless it notifies MFSG to the contrary within 7 days of the date it receives such property. The Supplier shall return such property promptly to MFSG on completion of the Goods and Services and it shall be responsible for all loss or damage caused to such property from whatsoever cause.
11.3 The Supplier may be permitted to use accommodation provided by MFSG. Such accommodation shall be used purely for the purposes of providing the Goods and Services. It shall be kept clean and not damaged in any way. The Supplier shall also pay for any services made available to the accommodation and used by the Supplier including but not limited to electricity, water and telephone lines. It shall immediately vacate the accommodation when instructed to do so by MFSG. The accommodation shall be left in a clean and tidy condition and in a state of repair equivalent to that it was in when the Supplier was initially given access.

12 Indemnity
12.1 Neither party excludes or limits liability to the other party for:
(a) death or personal injury caused by its negligence; or
(b) fraud or fraudulent misrepresentation.
12.2 The Supplier shall indemnify MFSG fully against all claims, proceedings, actions, damages, costs, expenses and any other liabilities that may arise out of, or in connection with:
(a) The performance or non-performance of the Supplier of its obligations under this Agreement or the presence of any Supplier or any staff on MFSG’s premises;
(b) any act or omission or negligence of the Supplier (including the Supplier’s employees, agents and sub-Suppliers) in supplying, installing, testing, commissioning or performing the Services;
(c) any breach of any warranty given by the Supplier in relation to the Goods and Services including but not limited to the warranties set out in clause 9;
(d) any liability MFSG might incur under the Consumer Protection Act 1987 or General Product Safety Regulations 2005 in respect of the Goods and Services or any other items in which the Goods and Services are Incorporated; and
(e) any liability to any third party arising in connection with the Goods and Services which MFSG may incur whether by court proceedings or by a bona fide out-of-court settlement.
12.3 The Supplier shall not be liable to MFSG for any damage
or injury to the extent that the same is caused by or arises out of MFSG’s negligent acts or omissions.
12.4 The Supplier shall be liable for additional operational, administrative costs and/or expenses or wasted expenditure resulting from the direct breach of the Agreement by the Contractor.

13 Insurance
13.1 The Supplier shall effect and maintain with a reputable insurance company of good repute the following policies of insurance providing cover consistent at least with the best industry practice of suppliers of Goods and Services of the type to be supplied by the Supplier to MFSG, in amounts of not less than those stated below for any claim or series of related claims, for the period over which the Agreement is to be performed and for a minimum of 6 years following expiration or earlier termination of the Agreement:
(a) Employers liability Insurance of not less than £10 million or the minimum level required by law;
(b) Public liability insurance of not less than £10 million or the minimum level required by law;
(c) Product liability insurance of not less than £10 million or the minimum level required by law;
(d) Professional indemnity Insurance of the minimum level required by law.
The Supplier shall promptly provide to MFSG copies of all insurance policies referred to in Clause 13.1 or a broker’s verification of insurance to demonstrate that such insurances are in place, together with copies of receipts or other evidence of payment of the latest premiums due under those policies.

14 Termination
14.1 MFSG may terminate all or any part of the Agreement without any liability immediately by notice to the Supplier in the following circumstances:
(a) if the Supplier breaches any term of the Agreement or of any MFSG Policy and (where in MFSG’s reasonable opinion the breach can be remedied without any delay to the time for supply under Clause 3) fails to remedy the breach by that time for performance or (if earlier) within 5 days of MFSG so requiring; or
(b) if the Supplier ceases to or threatens to cease to carry on business, the Supplier’s financial position is such that either the Supplier, the Supplier’s directors, members or creditors as appropriate take or are entitled to take steps to institute formal insolvency proceedings with respect to the Supplier of a type provided for by the Insolvency Act 1986 (or any similar or analogous legislation, whether under English law or otherwise), including without limitation administration, liquidation, administrative receivership, receivership, voluntary arrangement, scheme of arrangement or bankruptcy, or if the Supplier is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
(c) if the Supplier offers or gives, or agrees to give, to any employee, agent or representative of MFSG any gift, inducement or consideration of any kind In connection with this Agreement or any other agreement with MFSG, or for showing or refraining from showing favour or disfavour to any person in relation to this Agreement or any such agreement.
14.2 Without prejudice to its rights under Clause 14.1, MFSG shall have the right to terminate the Agreement at any time on giving the Supplier at least one (1) month’s notice in writing.
14.3 Where MFSG terminates the Agreement under Clause 14.2, it shall compensate the Supplier for any unavoidable commitments, liabilities or expenditure which the Supplier properly incurs by reason of the termination of the Agreement up to a maximum sum of £1,000, provided the Supplier takes all reasonable steps to mitigate such losses. This shall not include the loss of any anticipated revenue and / or profits. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by it as a result of termination under Clause 14.2. In the event of termination MFSG will purchase any goods branded for MFSG including goods in production, shipping or storage.
14.4 MFSG shall not be liable under Clause 14.3 to pay any sum which:
(a) was claimable under insurance held by the Supplier, and it has failed to make a claim on such insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; or
(b) when added to any sums paid or due to it under the Agreement, exceeds the total sum that would have been payable to the Supplier if the Agreement had not been terminated prior to the expiry of the original contract period.
14.5 Clauses 6, 10 and 15, shall survive termination of this Agreement.
14.6 If the Agreement is terminated for any reason all rights granted to the Supplier under this Agreement will immediately terminate.

15 Confidentiality
15.1 For the purposes of this Clause 15, “Confidential Information” means any information which has been designated as confidential by MFSG in writing or which because of its content ought to be considered as confidential (however it is conveyed or on whatever media it is stored), information the disclosure of which would, or would be likely to, prejudice the interests of MFSG, its trade secrets, Intellectual property rights or know-how and all personal data and sensitive data within the meaning of the Data Protection Act 1998 and General Data Protection Regulations 2016, but does not include any information:
(a) which was public knowledge at the time of disclosure (otherwise than by breach of this Clause 15);
(b) which was in the possession of the Supplier, without restriction on its disclosure, before receiving it from MFSG;
(c) which is received from a third party (who lawfully acqujred it) without restriction on Its disclosure; or
(d) is independently developed without access to the Confidential Information.
15.2 The Supplier shall:
(a) treat all Confidential Information belonging to MFSG as confidential and shall use its best endeavours to prevent its staff from making any disclosure to any person of any such confidential information; and
(b) not disclose any Confidential Information belonging to MFSG to any other person without the prior written consent of MFSG, except to such persons and to such extent as may be necessary for the performance of the Supplier’s obligations under the Agreement or except where disclosure is otherwise expressly permitted by the provisions of the Agreement.
15.3 The Supplier shall ensure that its staff, professional advisors and consultants are aware of the Supplier’s confidentiality obligations under the Agreement.
15.4 The Supplier must not use any Confidential Information it receives from MFSG otherwise than for the purposes of the Agreement.
15.5 If the Supplier fails to comply with Clauses 15.1 – 15.4 MFSG reserves the right to terminate the Agreement with immediate effect by notice in writing.
15.6 In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in the supply of Goods and Services under the Agreement, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of professional standards and best practice.
15.7 Without prejudice to the preceding provisions of this Clause 15, the Supplier shall not (and shall ensure that its employees, agents and sub-Suppliers shall not) make, or permit any person to make, any statements or responses to public, media or official enquiries concerning this Agreement or the Goods and Services without prior written consent of MFSG.

16 Force Majeure
16.1 MFSG shall have no liability to the Supplier, or be deemed to be in breach of the Agreement, as a consequence of any of the following events, where the event Is outside MFSG’s reasonable control:
(a) flood, storm, severe weather conditions or other natural events;
(b) war, terrorist action, hostilities, revolution, riot or civil disorder;
(c) any destruction, breakdown (permanent or temporary) or malfunction of, or damage to any premises, plant, equipment, materials (including any computer hardware or software or any records) unless by an act or omission of MFSG’s employees, agents or sub-Suppliers;
(d) the introduction of, or any amendment to, a law or regulation, or any change in the Interpretation or application by any authority;
(e) any strike, lockout or other industrial action;
(f) any obstruction of any public or private highway or road or any event which prevents or obstructs access to the location;
(g) any breach of contract or default by, or insolvency of, a third party (including an agent or sub-Supplier) other than a company in the MFSG group of companies or an officer or employee of MFSG or of the group company; or
(h) any other event outside MFSG’s reasonable control, whether similar or not to any of the foregoing.

17 Assignment and Sub contracting
17.1 The Supplier shall not transfer the Agreement or any of its rights, liabilities or obligations nor shall the Supplier sub­ contract any of its obligations under It, whether in whole or in part, without first obtaining MFSG’s prior written consent. Such consent, if granted shall not release the Supplier from any of its obligations and liabilities which may exist under this Agreement from time to time.

18 General
18.1 MFSG engages the Supplier as an independent Supplier. Nothing in this Agreement shall create a partnership or the relationship of principal and agent or employer and employee.
18.2 Unless otherwise permitted by this Agreement, each party shall bear its own costs and expenses in connection with the negotiation, preparation, execution and performance of this Agreement and any documents referred to in it.
18.3 If any provision of the Agreement is found by any court or administrative body or competent jurisdiction to be invalid or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the invalidity or unenforceability shall not affect the other provisions of this Agreement and all provisions not affected by the invalidity or unenforceability shall remain in full force and effect.
18.4 A waiver of MFSG’s rights shall not operate as a waiver of any subsequent breach. No right, power or remedy conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and the rights, power or remedy available to that party and the rights, powers and remedies shall be cumulative.
18.5 All notices which are required to be given under the Agreement shall be in writing and shall be sent to the address of the recipient set out in the Form of Framework for Goods and Services and/ or Purchase Order or such other address as the recipient may designate by notice given in accordance with the provisions of this Clause 18.
18.6 Notices may be delivered personally or by first class pre­paid letter or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting and if by facsimile transmission when despatched. A notice required under this Agreement shall not be validly given if sent by email.
18.7 Headings to Clauses are for ease of reference only and shall not affect the interpretation or construction of this agreement.
18.8 The Agreement constitutes the entire understanding between MFSG and the Supplier and supersedes all previous agreements between the parties relating to its subject matter. The Supplier has not relied on any representation or promise except as expressly set out in this Agreement. Nothing in this clause shall limit or exclude liability for fraud.
18.9 For the purposes of Section 1(2) of the Contracts (Rights of third Parties) Act 1999 the parties state that, save as set out in this Agreement, they do not intend any term of the Agreement to be enforced by third parties.
18.10 This Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and, subject to Clause 19, the parties agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non­ contractual disputes or claims).
18.11 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.

19 Dispute Resolution
19.1 If any dispute arises in connection with the Agreement (a “Dispute”), an authorised representative of the Supplier and MFSG shall, within 30 days of a written request from one party to the other, meet in good faith to resolve the Dispute.
19.2 If the Dispute remains unresolved either the Supplier or MFSG may refer it to mediation In accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure that is in force at the date of the referral. Unless otherwise agreed between the Supplier and MFSG, the mediator will be nominated by CEDR. To initiate the mediation either party may give notice in writing (the “Mediation Notice”) to the other requesting a mediation. A copy of the request will be sent to CEDR. The mediation will start not later than 60 days after the date of the Mediation Notice.
19.3 The following principles shall apply to the mediation:
(a) unless the Supplier and MFSG otherwise agree, all negotiations connected with the Dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of either party in any future proceedings;
(b) if the Supplier and MFSG reach agreement on the resolution of the Dispute, the agreement shall be recorded in writing and binding on them once it is signed by duly authorised representatives of both parties;
(c) failing agreement, the Supplier and MFSG may invite the mediator to provide a non-binding but informative written opinion if the parties provide consent to this in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Agreement without the prior written consent of both parties.
19.4 If the parties fail to reach agreement by the conclusion of the mediation then the parties shall be free to commence formal legal proceedings in the courts in relation to the Dispute.
19.5 Nothing in this Clause 19 shall prevent a party seeking urgent relief from the courts where it considers this is necessary to protect its position.

20 Anti-Corruption and Bribery
20.1 The Supplier shall:
(a) 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);
(b) comply with MFSG’s Anti-Corruption and Anti-Bribery Policy (annexed to this Agreement at schedule (Relevant Policy);
(c) have and shall maintain in place throughout the term of this agreement its own policies and procedures to ensure compliance with the Relevant Requirements and the Relevant Policy, and will enforce them where appropriate;
(d) promptly report to MFSG any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Agreement; and
(e) within one month of the date of this Agreement, and annually thereafter, certify to MFSG in writing signed by an officer of the Supplier, compliance with this Clause. The Supplier shall provide such supporting evidence of compliance as MFSG may reasonably request.
20.2 The Supplier shall ensure that any person associated with the Supplier 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 Supplier in this Clause 20 (Relevant Terms). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to MFSG for any breach by such persons of any of the Relevant Terms.
20.3 Breach of this Clause 20 shall be deemed a material breach under Clause 14.