ADP CLASSIC RACING TERMS AND CONDITIONS OF PURCHASE (GOODS AND SERVICES)

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1. Definitions
   1.1    "ADPCR" means ADP Classic Racing Limited (registered in England and Wales with company number 11649456).
   1.2    "ADPCR Materials" has the meaning given in clause 14.1.
   1.3    "Bailed Property" means equipment, materials or other items owned by the Buyer that are placed in the possession or control of the Supplier for its use in connection with the Goods or Services.
   1.4    "Business Day" means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
   1.5    "Contract" means the contract between ADPCR and the Supplier for the sale and purchase of the Goods and/or Services consisting of the Purchase Order, these Conditions, the Specification and any other documents (or parts thereof) specified in the Purchase Order or otherwise expressly incorporating these Conditions.
   1.6    "Conditions" means the terms and conditions set out in this document.
   1.7    "Control" has the meaning given in section 1124 of the Corporation Tax Act 2020, and the expression "change of Control" shall be construed accordingly.
   1.8    "Deliverables" means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
   1.9    "Delivery Location" means the address for delivery of any Goods as set out in the Purchase Order (or as otherwise agreed in writing by ADPCR).
   1.10    "Force Majeure" has the meaning given in clause 10.1.
   1.11    "Goods" means the goods (or any part of them) set out in the Purchase Order.
   1.12    "Intellectual Property Rights" means any and all rights in and/or to: (a) patents; (b) inventions, discoveries, utility models and improvements whether or not capable of protection by patent or registration; (c) formulas, processes, compositions of matter, formulations, methods of use or delivery, data, reports, specifications and computer programs or models; (d) copyright and related rights; (e) moral rights; (f) design rights; (g) trade marks and service marks; (h) business or trade names, domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition; (i) database rights; (j) confidential information, know-how, trade secrets; and (k) other intellectual property rights; in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
   1.13    "Losses" means all losses, claims, liabilities, costs, awards, fines, penalties, expenses (including legal fees and other professional expenses) and damages of any nature whatsoever and whether or not reasonably foreseeable or avoidable.
   1.14    "party" means each of ADPCR and the Supplier and "parties" means both of them.
   1.15    "Purchase Order" means ADPCR's purchase order for the Goods and/or Services which the Supplier will provide and/or perform.
   1.16    "Services" means the services (or any part of them), including any Deliverables, to be provided by the Supplier under the Contract, as set out in the Purchase Order and/or the Specification.
   1.17    "Specification" means any written specification for the Goods or Services (including any related plans and drawings) that is supplied by ADPCR to the Supplier or otherwise agreed in writing by ADPCR and the Supplier (including any modifications to the Specification that may be agreed in writing by ADPCR).
   1.18    "Supplier" means the person or firm from whom ADPCR purchases the Goods or Services.
    

2. Basis of Contract
   2.1    These Conditions and other matters appearing on the Purchase Order shall apply to the purchase by ADPCR from the Supplier of all Goods or Services set out on the Purchase Order to the exclusion of all other terms and conditions, including any terms or conditions which are implied by trade, custom, practice or course of dealing or which the Supplier may purport to apply.
   2.2    The Purchase Order constitutes an offer by ADPCR to purchase the Goods or Services in accordance with these Conditions. The Purchase Order and these Conditions shall be deemed to be accepted on the earlier of: (a) the Supplier issuing a written acceptance of the Purchase Order; and (b) the Supplier doing any act consistent with fulfilling the Purchase Order, at which point and on which date the Contract shall come into existence.
   2.3    The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
    

3. Delivery of Goods and provision of Services
   3.1    Unless otherwise instructed in writing by ADPCR's nominated representative, all Goods must be delivered and all Services must be performed at the time and place specified in the Contract. The Supplier shall supply ADPCR with details of the anticipated lead times between placing a Purchase Order and delivery of any Goods and the Supplier shall keep ADPCR informed of progress. Time shall be of the essence in relation to the performance of any and all of the Supplier's obligations pursuant to the Contract. The Supplier shall notify ADPCR if any delivery or performance is likely to be delayed beyond the specified date. Failure by the Supplier to notify any likely delay shall entitle ADPCR to terminate without liability for all or part of the Contract and/or to compensation for any Losses suffered by ADPCR.
   3.2    The Supplier shall ensure that: (a) all Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; (b) all deliveries of Goods are accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any), the type and quantity of the Goods being delivered (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (c) if the Supplier requires ADPCR to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
   3.3    The Supplier shall deliver any Goods: (a) on the date specified in the Purchase Order or, if none is specified, within five Business Days of the date of the Purchase Order; (b) at the Delivery Location; and (c) during the period from 8.30 a.m. to 5.00 p.m. on any Business Day, or as otherwise instructed by ADPCR. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
   3.4    The Supplier shall meet any performance dates for the Services specified in the Purchase Order or that ADPCR notifies to the Supplier.
   3.5    If Goods or Services are incorrectly delivered the Supplier shall be responsible for additional expenses incurred in delivering them to the correct point specified in the Contract or subsequently advised in writing by ADPCR. The quantity of Goods or Services specified in the Contract may not be changed without ADPCR's prior written consent. Quantities of Goods or Services delivered in excess of those stated in the Contract may not be accepted.
   3.6    The Supplier shall not deliver the Goods in instalments without ADPCR's prior written consent. Where it is agreed that Goods are to be delivered in instalments, they may (at ADPCR's option) be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle ADPCR to the remedies set out in clause 7 of these Conditions (without prejudice to ADPCR's other rights and remedies).
   3.7    The Supplier will, at its expense: (a) maintain the Bailed Property, including its repair or replacement, in the condition necessary to produce the Goods or provide the Services in accordance with the terms or the Purchase Order and be responsible for all wear and tear beyond normal wear and tear; (b) properly house the Bailed Property and insure them against loss or damage, even if it occurs despite the Supplier's exercise of due care; (c) prominently mark the Bailed Property as the property of ADPCR; and (d) refrain from mixing the Bailed Property with property owned by the Supplier or a third party.
   3.8    Upon ADPCR's request, the Supplier will deliver up and/or return the Bailed Property to ADPCR at the Supplier's plant or other location specified by ADPCR (and if, in breach of this clause 3.8, the Supplier refuses to return such items the Supplier authorises ADPCR and its nominated representatives to enter the Supplier's premises to recover such items). The Supplier is responsible for labour and other costs of dismounting, dismantling, and putting it into a condition and place ready for removal. The Supplier will cooperate with ADPCR in removing the Bailed Property from the location of the Supplier or subcontractor.
    

4. Passing of title and risk in Goods
   4.1    Title and risk in the Goods shall pass to ADPCR on completion of delivery at the Delivery Location or, if ADPCR has agreed in the Purchase Order to collect the Goods from the Supplier's premises or another agreed location, collection of the Goods at that location by a duly authorised ADPCR representative.
   4.2    Neither payment by, nor passing of title or risk in the Goods or the Services to, ADPCR shall be deemed to constitute acceptance of the Goods or the Services.
    

5.  Price and payment terms
   5.1    The price for the Goods or Services shall be the price set out in the Purchase Order. The price is exclusive of VAT and, unless otherwise agreed in writing by ADPCR, shall be inclusive of the costs of all packaging, delivery and insurance. No extra charges shall be effective unless agreed in writing with ADPCR.
   5.2    Unless otherwise agreed between the parties, the Supplier may invoice ADPCR for the Goods on or at any time after the completion of delivery and, in respect of Services, may invoice ADPCR upon completion of the Services. Payment shall be made within 60 calendar days from the end of the month of receipt of the relevant invoice by ADPCR. 
   5.3    Without prejudice to any other right or remedy which ADPCR may have, ADPCR reserves the right to set off any amount owing at any time by the Supplier to ADPCR, whether under the Contract or any other agreement which may exist from time to time between the parties, against any amount payable by the Supplier to ADPCR under the Contract.
   5.4    The correct Purchase Order number (if any) must be quoted on all invoices, and ADPCR will accept no liability whatsoever for invoices, delivery notes or other communications which do not bear such Purchase Order numbers.
   5.5    In the event ADPCR reasonably considers that any invoice submitted by the Supplier is defective or relates to Goods supplied or Services performed otherwise than in accordance with the Supplier's obligations under the Contract, ADPCR shall be entitled to withhold payment of the disputed amount (without prejudice to any other rights or remedies it may have) pending resolution of the dispute between the parties (each acting in good faith).
    

6. Quality and fitness for purpose of Goods, and ADPCR remedies
   6.1    The Supplier shall ensure that the Goods shall: (a) comply in all respects with their description and any applicable Specification; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by ADPCR expressly or by implication (including in any Specification), and in this respect ADPCR relies on the Supplier's skill and judgement; (c) be free from defects in design, material and workmanship; and (d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
   6.2    If the Goods are not delivered or made available for collection on the Delivery Date, or do not comply with the undertakings set out in clause 6.1, then without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, ADPCR may exercise any one or more of the following rights and remedies: (a) to terminate the Contract; (b) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense; (c) to require the Supplier as soon as reasonably practicable to either repair or replace the Goods (at ADPCR's discretion) at ADPCR's premises or the Supplier's premises or to provide a full refund of the price of the rejected Goods; (d) in the case of incorrect delivery, require the Supplier to promptly reimburse ADPCR in respect of any cost (including but not limited to freight, clearance, duty and storage charges) incurred by ADPCR; (e) to refuse to accept any subsequent delivery of Goods which the Supplier attempts to make; (f) to recover from the Supplier any costs incurred by ADPCR in obtaining substitute goods from a third party; and (g) to claim damages for any other costs, losses or expenses incurred by ADPCR which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract.
   6.3    These Conditions shall also apply to any repaired or replacement Goods supplied by the Supplier.
   6.4    ADPCR's rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
    

7. Standard of Services and ADPCR remedies
   7.1    In providing the Services the Supplier shall: (a) co-operate with ADPCR in all matters relating to the Services, and comply with all instructions of ADPCR; (b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade; (c) use personnel who are suitably skilled, qualified and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract; (d) ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that ADPCR expressly or impliedly makes known to the Supplier; (e) provide all equipment, tools and vehicles and such other items as are required to provide the Services; (f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to ADPCR, will be free from defects in workmanship, installation and design; and (g) observe all health and safety rules and regulations and any other security requirements that apply at any of ADPCR's premises.
   7.2    If any materials which are required by the Supplier for the provision of the Services are not delivered fully in accordance with any stipulations in the Contract, the Supplier shall immediately effect correct delivery and shall be responsible for any additional costs and expenses incurred by the parties in doing so.
   7.3    If the Supplier fails to perform the Services by the applicable dates, ADPCR shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights: (a) to terminate the Contract with immediate effect by giving written notice to the Supplier; (b) to refuse to accept any subsequent performance of the Services which the Supplier attempts to make; (c) to recover from the Supplier any costs incurred by ADPCR in obtaining substitute services from a third party; (d) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided; and (e) to claim damages for any additional costs, loss or expenses incurred by ADPCR which are in any way attributable to the Supplier's failure to meet such dates.
    

8. Intellectual Property Rights
   8.1    ADPCR retains Intellectual Property Rights in, and ownership of all materials, plans, drawings, tools, data, the Specification, patterns and/or designs provided by ADPCR to the Supplier, and they shall all be returned at any time in good condition to ADPCR at ADPCR's request.
   8.2    Where Goods are made to ADPCR's Specification, models or plans, the Intellectual Property Rights in the Goods in so far as they relate to the Specification, models or plans, and any improvements or developments thereof shall be the absolute property of ADPCR, and the Supplier hereby assigns absolutely by way of present and (to the extent permissible by law) future assignment with full title guarantee all such Intellectual Property Rights created by the Supplier or on the Supplier's behalf to ADPCR. At its cost, the Supplier shall do all such further acts and things, and execute all such other documents, as ADPCR may reasonably request to vest such Intellectual Property Rights in ADPCR and/or to enable ADPCR to protect, perfect, enforce or enjoy the full benefit of the rights assigned under the Contract.
   8.3    The Supplier grants to ADPCR a non-exclusive, worldwide, perpetual, transferable, royalty-free licence (including the ability to grant sub-licences) in respect of all Intellectual Property Rights relating to the Goods and/or Services and which do not belong to ADPCR under clause 8.2.
   8.4    In the event that any Intellectual Property Rights relating to the Goods and/or Services are held by the courts to infringe a third party's rights, and their use is enjoyed by that third party, the Supplier shall have the option and at its expense to procure for ADPCR the right to continue using the Goods or Services, or replace the Goods with non-infringing Goods or Services, or modify the Goods or Services so that they become non-infringing without detracting from their overall performance and functionality.
   8.5    The Supplier shall indemnify ADPCR, and keep it indemnified, on demand from and against all Losses incurred or suffered as a result of or in connection with any claim that the Goods or the provision of the Services by the Supplier, or the use by or on behalf of ADPCR of the Goods or of any assets used or provided by the Supplier in connection with the performance of the Services, infringes the Intellectual Property Rights or any other rights of any third party.
    

9. Confidentiality and publicity
   9.1    Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.2.
   9.2    Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   9.3    Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
    

10. Force majeure
    10.1    Neither party shall be liable for, nor be deemed to be in default of the Contract, on account of any delay in completion or the performance of any other act under the Contract due to circumstances which could not have been contemplated by the parties and which are beyond the party's reasonable control ("Force Majeure"), provided that the party claiming hereunder shall notify the other as soon as possible specifying the cause and probable duration of the delay or non-performance and shall minimise the effects of such delay or non-performance.
    10.2    If the performance by either party of any of its obligations under the Agreement is prevented or delayed by Force Majeure: (a) for a consecutive period in excess of ten Business Days, the parties shall enter into discussions in good faith with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable in the circumstances; and (b) for a period in excess of 45 Business Days cumulatively or consecutively, then the other party shall in its discretion have the right to immediately terminate the Contract upon written notice.
    10.3    In the event of Force Majeure arising, ADPCR may by notice in writing to the Supplier, cancel any deliveries of Goods or Services (and the applicable Purchase Orders or parts thereof) which in ADPCR's opinion cannot be made within a reasonable time after the due date without incurring any liability on the part of ADPCR.
     

11. Licences and compliance with laws and regulations
    11.1    The Supplier shall ensure that at all times it has and maintains all the licences, permissions, consents and permits that it needs to lawfully carry out its obligations under the Contract and to grant the rights set out in the Contract.
    11.2    In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force, including the Data Protection Act 1998 (which shall include the "processing" of any "personal data" in each case within the meaning in that Act in the provision of any Services under the Contract).
    11.3    Breach of clause 11 shall constitute an irremediable material breach of the Contract.
     

12. Inspection
    12.1    ADPCR, and any third party it appoints on its behalf, shall have the right upon prior notice to inspect and carry out any tests, or batch sampling, it wishes on all Goods at the Supplier's premises (and the Supplier shall procure equivalent rights for ADPCR in relation to the premises of any sub-contractors and on any premises where the Services are provided). Where pre-shipped inspection is specified, the Supplier must, at its expense, facilitate the same and provide any or all relevant certificates of analysis. If, following any such inspection or testing, ADPCR considers that the Goods or Services are unlikely to comply with the Contract, ADPCR shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.  ADPCR shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
    12.2    Any inspections, tests, approvals or acceptance given on behalf of ADPCR in relation to the Goods or Services shall not relieve the Supplier from its obligations or liabilities under the Contract.
    12.3    The Supplier shall, and shall ensure that its sub-contractors shall, grant a right of access to ADPCR and any third party it appoints in order to inspect and test the Goods for compliance with relevant environmental, occupational health and safety legislation and other requirements or any requirements set out in the Specification.
     

13. Hazardous Goods
    13.1    If any Goods or Services to be supplied under any Purchase Order contains 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 ADPCR 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.
    13.2    In particular (but without limitation) the Supplier shall provide to ADPCR in writing all such data, instructions and warnings as are required to comply with applicable legislation relating to health and safety and shall indemnify ADPCR against any and all Losses which may arise as a result of the Supplier's failure to do so.
    13.3    The Supplier will endeavour to exceed any statutory minimum environmental, occupational health and safety requirements in accordance with generally accepted best working practices and any specific standards or other requirements of ADPCR.
     

14. ADPCR Materials and responsibility for information
    14.1    The Supplier acknowledges that all materials, equipment and tools, drawings, specifications, and data supplied by ADPCR to the Supplier (the "ADPCR Materials") and all rights in the ADPCR Materials are and shall remain the exclusive property of ADPCR. The Supplier shall keep the ADPCR Materials in safe custody at its own risk, maintain them in good condition until returned to ADPCR and not dispose or use the same other than in accordance with ADPCR's written instructions or authorisation.
    14.2    The Supplier shall be responsible for any errors or omissions in any drawings, calculations, packaging details or other particulars supplied by the Supplier, whether such information has been approved by ADPCR or not, provided that such errors or omissions are not due to inaccurate information furnished in writing by ADPCR.
     

15. Supplier's employees
    15.1    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 or 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 ADPCR against all Losses arising out of any claim or assertion that any Employee is or was an employee, servant or worker of ADPCR by reason of being engaged in the provision of the Goods or Services or arising out of any act or omission of the Supplier or any of the Supplier's sub-contractors, employees or agents in relation to any Employee. 
    15.2    At any time during the continuance of the Contract, ADPCR may require the Supplier to provide to ADPCR (or any other person nominated by ADPCR) within 10 Business Days such information as ADPCR or its nominee may reasonably require in connection with the employment or engagement of the Employees. This clause 15.2 is without prejudice to clause 15.4 below.
    15.3    The Supplier will ensure that there will be no transfer of employment of any of the Employees to ADPCR or any person who provides services to ADPCR (a "Future Service Provider") following the termination of the Contract or the termination of the provision of any of the Goods or 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 or the Supplier's sub-contractors' business or dismissed at the Supplier's expense. 
    15.4    The Supplier shall indemnify ADPCR (for its benefit and that of any Future Service Provider) and hold ADPCR harmless against all Losses incurred by ADPCR and/or any Future Service Provider by virtue of the operation or alleged operation of the Transfer of Undertakings (Protection of Employment) Regulations 2005 in connection with the termination of the Contract or the provision of any of the Goods or Services (including any dismissal or alleged dismissal of any Employee by ADPCR or a Future Service Provider).
     

16. Insurance
    16.1    At all times during the term of the Contract the Supplier shall maintain in force with an insurance company of good repute insurance (including product liability and/or professional indemnity insurance where appropriate) providing cover consistent at least with the best industry practice of suppliers of goods or services of the type of the Goods or Services to be supplied by the Supplier to ADPCR under the Contract and in an amount which is sufficient to cover the Supplier's liabilities under the Contract and in any event not less than £1,000,000 for any claim or series of related claims.
    16.2    Any limitation, monetary or otherwise in such insurance policy referred to in clause 16.1 above shall not be construed as a limitation on the Supplier's liability and the Supplier shall, notwithstanding such limitation, remain liable in full for any matters and to any extent not covered by the policy.
     

17. Indemnity 
    17.1    The Supplier shall indemnify ADPCR, and keep it indemnified, on demand from and against all Losses incurred or suffered as a result of or in connection with: (a) any defect in the Goods or Services; (b) any breach by the Supplier of its obligations under the Contract; or (c) any act or omission of the Supplier or any of its employees, agents or sub-contractors in supplying the Goods or Services.
     

18. Corruption and modern slavery
    18.1    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) have and shall maintain in place throughout the term of the Contract its 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; (c) promptly report to ADPCR any request or demand for any undue financial or other advantage of any kind the Supplier receives in connection with the performance of the Contract; (d) immediately notify ADPCR (in writing) if any of the Supplier's officers or employees becomes a foreign public official and the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of the Contract; and (e) on ADPCR's request, certify in writing signed by an officer, compliance with this clause 18 by the Supplier and all persons associated with the Supplier.
    18.2    The Supplier shall provide such supporting evidence of compliance as ADPCR may reasonably request.
    18.3    The Supplier shall ensure that any person who is performing any Services or providing Goods in connection with the Contract 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 18 ("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 ADPCR for any breach by such persons of any of the Relevant Terms.
    18.4    For the purpose of this clause 18, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 18 a person associated with the Supplier includes but is not limited to any sub-contractor.
    18.5    The Supplier shall ensure that it complies with any anti-slavery policy adopted by ADPCR from time to time. 
    18.6    The Supplier shall implement due diligence procedures for its own suppliers, sub-contractors and other participants in the Supplier's supply chains to ensure that there is no slavery or human trafficking in the Supplier's supply chains. The Supplier shall notify ADPCR as soon as it becomes aware of: (a) any breach, or potential breach, of any anti-slavery policy adopted by ADPCR from time to time; and (b) any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Contract.
     

19. Termination
    19.1    ADPCR may terminate the Contract in whole or in part at any time before delivery of the Goods or performance of the Services with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. ADPCR shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods and any Services in progress that have been delivered to ADPCR which comply with the terms of the Contract at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
    19.2    Without limiting its other rights or remedies, ADPCR may terminate the Contract with immediate effect by giving written notice to the Supplier if: (a) the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 20 Business Days of the Supplier being notified in writing to do so; (b) the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with its creditors, having a receiver appointed to any of its assets, or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (d) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; (e) the Supplier's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy or (f) there is a change of Control of the Supplier in circumstances where ADPCR considers in its sole discretion that such change of Control may be prejudicial to its interests.
    19.3    On termination or expiry of the Contract, the Supplier shall immediately return all ADPCR Materials. If the Supplier fails to do so, then ADPCR may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
    19.4    Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    19.5    Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
    19.6    With effect from termination of the Contract the Supplier shall not make any use for any purpose whatsoever of any Intellectual Property Right which is the property of ADPCR.
    19.7    Termination of the Contract or withdrawal of any Goods or Services from the Contract shall be without prejudice to the continuation in force of clauses 1, 2, 6, 8, 9, 15 and 20. 
     

20. 
    General

21. 
    20.1    ADPCR engages the Supplier as an independent contractor. Nothing in the Contract shall create a partnership or the relationship of principal and agent or employer and employee.

22. 
    20.2    If any provision of the Contract is found by any court or administrative body or competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability shall not affect the other provisions of the Contract and all provisions not affected by the invalidity or unenforceability shall remain in full force and effect.

23. 
    20.3    A waiver of our 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.

24. 
    20.4    The Supplier shall not transfer the Contract or any of your 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 ADPCR's prior written consent. Such consent, if granted shall not release the Supplier from any of its obligations and liabilities which may exist under the Contract from time to time.

25. 
    20.5    All notices which are required to be given under the Contract shall be in writing and shall be sent to the postal address or email address of the recipient set out in the Contract or such other address as the recipient may designate by notice given in accordance with the provisions of this clause.

26. 
    20.6    Notices should be delivered personally or by first class pre-paid letter or email 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 email transmission, at the time of transmission or, if this time falls outside the period from 9.00 a.m. to 5.00 p.m. on a Business Day ("Business Hours"), when Business Hours resume.

27. 
    20.7    Headings to clauses are for ease of reference only and shall not affect the interpretation or construction of the Contract.

28. 
    20.8    For the purposes of Section 1(2) of the Contracts (Rights of third Parties) Act 1999 the parties state that they do not intend any term of the Contract to be enforced by third parties.

29. 
    20.9    Any forecasts of requirements which may be given by ADPCR to the Supplier will be given in good faith, but are for information purposes only. In no circumstances should a forecast be considered a Purchase Order and any advance manufacture or procurement shall be at the Supplier's sole risk.

30. 
    20.10    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 accordance with the law of England and Wales. 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 the Contract or its subject matter or formation.

31.