Henderson Design Group Ltd – Purchase Order Terms & Conditions

v1.0 – Effective from 1st July 2025

1. Definitions

Acceptance – The Buyer’s confirmation that Goods or Services supplied by Supplier conform to the Contract. In the case of Goods, acceptance occurs as described in Clause 4.4 (when Buyer confirms in writing that the Goods meet the Contract requirements after inspection/testing, or if no rejection is made within a reasonable period after delivery). Acceptance shall not be implied by mere receipt, use, or payment for Goods. Any acceptance by Buyer does not relieve Supplier of its warranties or obligations for any latent defects discovered later.

Buyer – Henderson Design Group Ltd (company no. 03653986) of 28 Oakesway, Hartlepool, TS24 0RE, United Kingdom, including its brands (e.g. I Love Wallpaper®, Lust Home®, Lucie Annabel) and affiliates.

Buyer Materials – Any tools, equipment, materials, drawings, specifications, data, information or other items provided by Buyer to Supplier (or paid for by Buyer) for the purposes of the Contract. Buyer Materials remain the property of Buyer at all times.

Confidential Information – All non-public, proprietary or confidential information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with the Contract. This includes technical, commercial or financial information, business plans, pricing, customer and supplier data, personal data, and any other information that a reasonable person would understand to be confidential from its nature or context.

Contract – The agreement between Buyer and Supplier for the supply of Goods and/or Services, comprising the Order and these Terms, together with any other documents expressly incorporated by reference in the Order or these Terms.

Force Majeure – Any event or circumstance beyond a party’s reasonable control which could not have been prevented or mitigated by that party’s diligence or preparedness. Examples include natural disasters (such as fire, flood, or earthquake), war, acts of terrorism, civil unrest, governmental actions or embargoes, epidemics or pandemics, nationwide strikes or labour disputes (excluding strikes of the affected party’s own workforce or its subcontractors), or failure of public utilities or transport networks.

Goods – All products, materials or items that Supplier is required to supply under the Order, including any packaging, labels, artwork and documentation related thereto.

Indemnified Parties – Buyer, its affiliates, and each of their respective directors, officers, employees, agents and customers.

Order or Purchase Order – Buyer’s purchase order (PO) document issued to Supplier for the supply of Goods and/or Services. The Order incorporates these Terms and any other documents expressly referenced on its face. Each Order, once accepted by Supplier, forms a separate Contract.

Services – Any services to be performed by Supplier under the Order, including any deliverables, work product, drawings or designs to be provided as part of those services.

Supplier – The person or entity identified in the Order as the seller or provider of the Goods and/or Services.

Supplier IP – Any and all intellectual property rights owned or controlled by Supplier prior to the date of the Contract or developed independently of the Contract.

Terms – These Henderson Design Group Ltd Purchase Order Terms & Conditions (as amended from time to time by Buyer in writing).

Works – All deliverables, products, content or other work outputs that Supplier is required to create specifically for Buyer under the Contract, including any bespoke designs, artworks, or Goods bearing Buyer’s branding, and any deliverables resulting from Services.

2. Basis of Contract

2.1 Order Acceptance. Each Order constitutes an offer by Buyer to purchase Goods and/or Services subject to these Terms. A binding Contract is formed when Supplier accepts the Order (including by written confirmation or commencement of performance). No other terms shall apply: these Terms prevail over any standard or pre-printed terms of Supplier (whether in a quotation, order acknowledgment, invoice or other document), which are hereby rejected. Any modification or addition to the Contract must be agreed in writing by Buyer.

2.2 Entire Agreement. The Contract constitutes the entire agreement between Buyer and Supplier regarding the Goods and Services. It supersedes all prior negotiations, representations or agreements, whether written or oral, relating to its subject matter. Supplier acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Buyer that is not expressly set out in the Contract.

2.3 Confidentiality of Contract. The existence and content of the Order and Contract are confidential. Supplier shall not disclose the Order, these Terms, or any Buyer-related business or technical information obtained in connection with the Contract to any third party without Buyer’s prior written consent, except where such disclosure is necessary for performance of the Contract (on a strict “need-to-know” basis and under confidentiality obligations at least as protective as these Terms) or is required by law or regulation. Supplier shall not advertise or publicly announce its supply of Goods/Services to Buyer, nor use Buyer’s name or brands in any marketing materials, without Buyer’s prior written consent. This Clause 2.3 survives termination or completion of the Contract.

2.4 Precedence of Terms. If Buyer and Supplier have executed a separate written agreement (e.g. a master supply or framework agreement) that expressly covers the Goods and/or Services in the Order and is signed by both parties, then that agreement shall take precedence over these Terms to the extent of any conflict. In all other respects, or in the absence of such an agreement, these Terms shall apply and shall prevail over any other terms and conditions referenced by Supplier.

3. Quality and Compliance

3.1 Specifications. Supplier shall supply all Goods and Services strictly in accordance with the specifications, designs, samples, drawings, quantities, quality standards, and any other requirements stated in or attached to the Order. If no detailed specifications are provided, the Goods and Services shall be of the best available quality and fit for any purpose made known by Buyer or, if no purpose is specified, fit for their ordinary intended purpose. All work performed (including any Services and any manufacturing or assembly of Goods) shall be carried out with due skill, care, and diligence and to Buyer’s satisfaction.

3.2 Compliance with Laws. Supplier warrants that the Goods (including their design, manufacture, labelling, packaging, importation and sale) and all Services performed will comply with all applicable laws, regulations and official standards in the United Kingdom and any other jurisdiction specified by Buyer. This includes, without limitation, all applicable product safety, health and environmental regulations and labeling requirements (for example, REACH, CLP, RoHS, WEEE, UKCA/CE marking, General Product Safety Regulations, and any industry-specific standards referenced in the Order). Supplier shall obtain and maintain all licences, permits, and approvals required for the lawful manufacture, sale, import, export, and use of the Goods, and performance of the Services.

3.3 Ethical Standards. Supplier shall comply with all applicable anti-bribery and anti-corruption laws (including the UK Bribery Act 2010). Supplier shall not offer, give, solicit or accept any bribe, kickback, or improper payment or inducement in relation to this Contract. Supplier represents and warrants that it has in place adequate policies and procedures to prevent bribery and corrupt practices, and it will immediately report to Buyer any suspected violation of anti-bribery laws in its operations or supply chain. Supplier further warrants that it (and its directors, officers, and employees) comply with the Modern Slavery Act 2015, and that neither Supplier nor any of its directors, officers or employees has been involved in any offence or investigation under that Act or any equivalent legislation. Supplier must exercise due diligence to ensure that no forced labour, human trafficking or child labour exists in its supply chain. Any breach of the obligations in this Clause 3.3 shall be deemed a material breach of the Contract that is not capable of remedy, entitling Buyer to terminate the Contract immediately upon written notice.

3.4 Quality Assurance and Audit. Supplier shall maintain a documented quality management system appropriate for the Goods and Services (for example, ISO 9001 or similar standard, if applicable). At Buyer’s request, Supplier shall provide certificates of conformity or analysis, test reports, safety data sheets, or other evidence of quality and regulatory compliance for the Goods. Buyer (or its authorized representatives) may conduct audits or inspections of Supplier’s facilities, processes, and records to verify Supplier’s compliance with the Contract, including quality standards and ethical requirements. Supplier shall cooperate fully with any such audit and promptly address and correct any non-conformances or issues identified by Buyer.

3.5 Insurance. Supplier shall, at its own expense, maintain in force appropriate insurance coverages with reputable insurers to cover its potential liabilities under the Contract. Such insurance shall include at minimum: (a) Product Liability and Public Liability insurance with a limit of not less than £5,000,000 (five million pounds sterling) per occurrence, covering damage, loss or injury arising from the Goods or Services; (b) Employers’ Liability insurance as required by law (with a minimum limit of £5,000,000); and (c) if the Contract involves the provision of Services, Professional Indemnity insurance with a limit of not less than £2,000,000. Upon Buyer’s request, Supplier shall provide evidence of such insurance coverage. Supplier’s liability under the Contract is not limited to the amount of its insurance.

4. Delivery, Title and Risk

4.1 Incoterms & Delivery. Supplier shall deliver the Goods on the date(s) and to the delivery location(s) specified in the Order. Delivery shall be made during Buyer’s normal business hours unless otherwise agreed by Buyer. The applicable trade term for delivery shall be interpreted according to Incoterms® 2020: the Incoterm stated in the Order shall apply. If no Incoterm is specified in the Order, the default delivery term shall be DAP (Delivered at Place) to Buyer’s specified delivery address. Supplier shall ensure that the Goods are properly and securely packaged to prevent damage in transit, and shall include with each shipment a packing list or delivery note referencing the PO number and detailing the Goods supplied. Partial shipments or early deliveries may not be made without Buyer’s prior consent. Buyer may refuse or return, at Supplier’s expense, any shipments in excess of Order quantities or any unauthorized early deliveries. Time is of the essence for delivery of Goods and performance of Services, unless otherwise expressly stated in the Order.

4.2 Delay. Supplier shall immediately notify Buyer in writing if it anticipates any delay in delivering the Goods or performing the Services by the agreed date(s), explaining the reason and expected duration of the delay. If delivery or performance is delayed beyond the agreed schedule (and such delay is not caused by Buyer nor excused by an event of Force Majeure), Buyer is entitled, at its sole option and without limiting its other rights: (i) to terminate the Order in whole or in part with immediate effect and without liability for the undelivered portion, and/or (ii) to procure substitute goods or services from an alternate source and recover from Supplier any additional costs incurred. Additionally, Buyer may require Supplier to expedite shipping or take other necessary measures at Supplier’s cost to meet the required delivery schedule.

4.3 Inspection and Testing. Buyer or its designated agents shall have the right to inspect and test the Goods at any time during manufacture or production (upon reasonable notice to Supplier), as well as after delivery. Supplier shall provide access to its facilities and cooperation for such inspections and tests. Buyer’s inspection, testing or provisional acceptance of Goods (whether conducted before or after delivery) shall not relieve Supplier of any of its obligations or warranties under the Contract, nor constitute a waiver of any latent or hidden defects in the Goods. For clarity, Buyer retains the right to reject Goods that do not conform to the Contract specifications or requirements at any time prior to Acceptance as defined in Clause 4.4. In the case of Services, Buyer shall have the right to monitor, review, and inspect the performance of the Services and any interim or final deliverables at any time to ensure conformity with the Contract.

4.4 Acceptance & Rejection. Formal acceptance of Goods occurs when Buyer notifies Supplier in writing that the Goods have passed inspection/testing and conform to the Contract, or if the Goods are delivered and Buyer fails to reject them within a reasonable inspection period specified by Buyer. In any event, no acceptance shall be implied by Buyer’s mere receipt, use, or payment for the Goods. Buyer may reject any Goods that are found to be non-conforming in any respect (whether due to quantity shortage/excess, quality issues, failure to meet specifications, improper packaging, or otherwise). For any non-conformance that is apparent upon delivery or initial inspection, Buyer should notify rejection within 21 days after delivery. If a defect or non-conformity could not reasonably have been discovered upon initial inspection (a latent defect), Buyer may reject the Goods at any time after discovery of such latent defect. If any Goods are rejected, Supplier shall, at Buyer’s option and at Supplier’s sole cost: (i) promptly replace or repair the rejected Goods with Goods that fully conform to the Contract requirements, or (ii) promptly refund to Buyer the full price paid for the rejected Goods. In either case, Supplier shall bear all associated costs of the rejection and replacement process, including but not limited to the costs of retrieval or return of the non-conforming Goods, re-delivery of replacement Goods, and any repacking, unpacking or disposal costs. Rejected Goods will be held by Buyer for Supplier’s instructions or returned to Supplier at Supplier’s risk and expense. Title and risk in any rejected Goods shall transfer back to (or remain with) Supplier upon rejection, irrespective of any prior Acceptance.

4.5 Disposal of Rejected Goods. Under no circumstances shall Supplier resell, redistribute, or otherwise dispose of any rejected or non-conforming Goods that bear Buyer’s brands, logos, trademarks, proprietary artwork or identifying barcodes. Supplier must, at its own cost and as directed by Buyer, permanently remove and destroy (or otherwise de-brand, to Buyer’s satisfaction) all branding and proprietary marks from such rejected Goods within 28 days of rejection. Supplier shall provide Buyer with written certification of the destruction or de-branding of the Goods upon request. If Supplier fails to collect or appropriately dispose of rejected Goods within the required time frame, Buyer may arrange for their disposal and recover any associated costs from Supplier.

4.6 Title and Risk Transfer. Supplier shall bear all risk of loss or damage to the Goods until they are delivered to the destination specified in the Order and accepted by Buyer in accordance with these Terms. Title to (ownership of) the Goods shall pass to Buyer only upon Buyer’s Acceptance of the Goods (and, if the Order so requires, upon payment for those Goods). Supplier warrants that upon the passing of title to Buyer, the Goods will be free and clear of all liens, charges and encumbrances. Supplier shall not retain any security interest in, or title to, any Goods once delivered to and accepted by Buyer.

4.7 Buyer’s Materials. Any Buyer Materials (including any tooling, moulds, artwork, designs, samples, equipment or other materials) that are provided by Buyer to Supplier for the purposes of the Contract, or that are specifically acquired or created by Supplier at Buyer’s expense, shall remain the property of Buyer. Supplier shall use Buyer Materials only for fulfilling Buyer’s Orders and for no other purpose. Supplier shall clearly mark, label or segregate Buyer Materials to indicate Buyer’s ownership, and shall maintain them in good condition (subject to ordinary wear and tear) at Supplier’s risk. Upon completion of the Contract, or earlier if requested by Buyer, Supplier shall promptly return all Buyer Materials (and any copies thereof) to Buyer, or dispose of them at Buyer’s direction. Supplier shall not retain any Buyer Materials or copies (in any form) after such return or disposal, except with Buyer’s express written consent.

5. Price and Payment

5.1 Price. The price payable for the Goods and/or Services is the firm, fixed price stated in the Order. All pricing is in the currency specified and is exclusive of any applicable VAT (Value Added Tax) but inclusive of all other charges and costs, including packaging, packing, labeling, shipping, insurance, duties, taxes (other than VAT), and any other expenses. No increase in the price, and no additional charges of any type (including charges for excess quantities or short deliveries), will be payable by Buyer unless agreed in advance in writing by Buyer. If the Order is placed in reliance on any prior quoted or agreed pricing from Supplier, such pricing is deemed fixed and shall not be subject to change.

5.2 Invoicing. Supplier shall issue a timely and accurate invoice to Buyer after it has delivered the Goods (and any required acceptance testing has been completed) or after it has completed the Services, unless the Order specifies a different invoicing schedule. Each invoice must reference the applicable Purchase Order number, clearly itemize the Goods and/or Services supplied (with quantities and unit prices), and comply with all applicable VAT or tax invoicing requirements. Buyer reserves the right to reject and return any invoice that does not contain the required information, does not match the Order, or is not issued in accordance with the Contract.

5.3 Payment Terms. Buyer shall pay all correct and undisputed invoices within 60 days from the end of the month in which the invoice is received, unless a different payment period is expressly stated in the Order. (For example, an invoice received on July 10 would fall due for payment by September 30.) If the Order specifies a different payment period, that period shall apply. Buyer may withhold payment of any portion of an invoice that relates to Goods or Services that have not been provided in accordance with the Contract, or that Buyer disputes in good faith, pending resolution of the dispute or Supplier’s cure of the performance issue.

5.4 Set-off. Buyer may set off or deduct any amounts that are owed by Supplier to Buyer against any amounts due to Supplier under this Contract or any other agreement between the parties. Supplier shall not suspend or delay performance of its obligations under the Contract by reason of Buyer’s withholding of any payment or set-off in accordance with this Clause 5.4, provided that Buyer’s withholding or set-off is conducted in good faith.

5.5 Late Payment. If Buyer fails to make any payment by the due date that is not subject to a good-faith dispute, Supplier may charge interest on the overdue amount as permitted by the Late Payment of Commercial Debts (Interest) Act 1998, from the day after the original due date until payment. Any such interest will be at the statutory rate (base rate of the Bank of England plus 8%) and shall accrue on a daily basis. However, Supplier must first give Buyer at least 7 days’ prior written notice of the late payment. Supplier agrees that this Clause 5.5 provides its sole and exclusive remedy for any late payment by Buyer.

6. Warranties and Remedies

6.1 Warranty of Conformity. Supplier warrants to Buyer that all Goods delivered under the Contract will:
(i) strictly conform to the specifications, drawings, samples, descriptions, and any other requirements set out or referenced in the Contract;
(ii) be of satisfactory quality and merchantable (saleable) quality, and free from defects in design, materials and workmanship;
(iii) be fit for their intended purpose and for any particular purpose expressly made known by Buyer to Supplier (with Buyer relying on Supplier’s skill and judgment); and
(iv) correspond exactly to any samples, prototypes, or product descriptions that have been approved by Buyer.
Supplier further warrants that all Services will be performed with reasonable care, skill, and diligence, in a professional and workmanlike manner, and in accordance with best industry practices and standards. These warranties are in addition to any warranties or guarantees implied by law or custom.

6.2 Warranty of Title and IP Non-Infringement. Supplier warrants that it has good and marketable title to all Goods supplied, and the full right to sell and transfer such Goods to Buyer. All Goods shall be delivered free and clear of any liens, charges or encumbrances. Supplier also warrants that neither the Goods nor the Services, nor Buyer’s use or resale of them, will infringe or misappropriate any patent, copyright, trademark, design right, trade secret, database right or other intellectual property right of any third party. All licences, permissions or authorisations necessary for Buyer to use, distribute, import, export, or resell the Goods and Services are either included in the Contract or are irrevocably granted under the Contract.

6.3 Compliance and Product Safety. Supplier warrants that all Goods (including all components and packaging) and all Services will comply with all applicable statutory and regulatory requirements concerning product safety, product quality, labelling, and consumer protection. The Goods shall be delivered with all required safety warnings, labels, and user instructions. Where applicable, Supplier shall furnish Buyer with all necessary certificates, test results, safety data sheets (SDS), or other documentation to evidence the Goods’ compliance with law (including any specific regulatory approvals or certifications referenced in the Order). If any Goods are subject to mandatory inspection, testing or certification by any regulatory body or third-party agency, Supplier warrants that the Goods have passed all such inspections/tests and obtained all required certifications or approvals.

6.4 Recall and Safety Actions. Supplier shall immediately notify Buyer if it becomes aware of any issue with the Goods (whether standing alone or as incorporated into Buyer’s products) that could pose a safety risk or cause the Goods to be non-compliant with the Contract or applicable law. This obligation includes prompt notification of any circumstance that has led or could lead to a product recall, safety notice, or similar field corrective action. In the event any recall, safety notice, or other remedial action is required (whether mandated by a government authority or initiated voluntarily by Buyer or Supplier) relating to the Goods, Supplier shall bear all costs and expenses associated with such action. These costs include, but are not limited to: the cost of testing and examining the Goods, notifications to customers or regulatory authorities, retrieval or return of products, repairs or replacements, destruction or disposal of defective Goods, and any refunds or compensation that Buyer offers to end customers (to the extent such refunds or compensation are necessitated by the Goods’ defect or non-compliance). Supplier shall fully cooperate with Buyer and any relevant authorities in conducting any recall or safety campaign.

6.5 Remedies for Breach of Warranty. If any Goods or Services fail to comply with any of the warranties in this Contract or otherwise fail to meet the requirements of the Contract, then without prejudice to any other remedy available to Buyer, and at Buyer’s request, Supplier shall (at Buyer’s option) promptly repair or replace the defective Goods or re-perform the Services to Buyer’s satisfaction, or provide a full refund of the price paid. The remedies in this Clause 6.5 are in addition to, and not in substitution for, Buyer’s right to claim damages for any loss or expense incurred by Buyer as a result of Supplier’s breach and any other rights and remedies available to Buyer at law or under the Contract.

6.6 Inspection Not a Waiver. Buyer’s payment for the Goods or Services, or Buyer’s inspection, testing, or use of the Goods or Services, shall not constitute acceptance of those Goods or Services if they do not conform to the Contract requirements, nor shall it affect any rights or remedies of Buyer. No omission or delay by Buyer in inspecting or testing any Goods or Services, or in notifying Supplier of defects or non-conformities, shall be construed as a waiver of any of Buyer’s rights.

7. Indemnities

7.1 Supplier’s Indemnity Obligations. Supplier shall indemnify, defend and hold harmless Buyer and the Indemnified Parties from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees and costs of investigation) which arise out of or in connection with any of the following:

(a) Breach of Contract or Warranty. Any breach by Supplier of any term of this Contract or any warranty given under the Contract, including the delivery of any defective or non-conforming Goods or Services. This indemnity extends to any claim, demand or action alleging that any Goods supplied by Supplier are defective, unsafe, or fail to meet the specifications or requirements of the Contract or of applicable law, and covers all associated losses such as the costs of recalls, repairs or replacements, and any injury to or death of any person, or damage to property, caused by such Goods.

(b) Infringement of Intellectual Property Rights. Any allegation or claim that the Goods or Services (or any part thereof), or the use or resale of the Goods or Services by Buyer or its customers, infringes any patent, copyright, trademark, trade secret, design right, database right or other intellectual property or proprietary right of any third party. In the event of any such claim, Supplier shall, in addition to the above indemnity, promptly at its own expense and at Buyer’s option:
(i) procure for Buyer and its customers the perpetual right to continue using and selling the affected Goods or Services;
(ii) replace or modify the Goods/Services so that they become non-infringing while fully complying with the Contract requirements; or
(iii) if the remedies in (i) and (ii) are not reasonably feasible, refund to Buyer the price paid for the affected Goods/Services.

(c) Product Liability and Personal Injury. Any claim, action or proceeding for death, personal injury or illness, or for damage to property, to the extent caused by the Goods or by any acts or omissions of Supplier or its employees, agents or subcontractors. This indemnity applies to, among other things, product liability claims brought by third parties (including end consumers of Buyer’s products) alleging injury or damage due to a defective or unsafe condition in the Goods, or arising from Supplier’s negligent performance of its obligations.

(d) Unauthorized Use of Buyer’s Goods or Branding. Any losses or damages incurred by Buyer as a result of Supplier’s unauthorized use, disclosure, sale or disposal of Goods that bear Buyer’s name, logos, brands or other intellectual property. This includes any resale of rejected or excess Goods bearing Buyer’s branding in breach of Clause 4.5, or any other misuse of Buyer’s proprietary materials in violation of the Contract.

(e) Claims by Supplier’s Personnel. Any claim made by an employee, worker, agent or subcontractor of Supplier against any of the Indemnified Parties, where such claim arises out of or in connection with the performance of this Contract (except to the extent that the claim is caused by Buyer’s own wrongful acts or omissions). This includes, for example, any claim by Supplier’s personnel for personal injury (where not caused solely by Buyer) or any employment-related claim where an indemnity is permitted by law.

7.2 Conditions of Indemnification. The indemnities in this Clause 7 shall apply whether or not the claim, loss or damage was foreseeable, and regardless of the legal theory of liability (contract, tort, strict liability or otherwise). The following conditions shall apply to any claim indemnified under Clause 7.1:

7.2.1 If any third-party claim or legal action is brought against an Indemnified Party for which Supplier is obliged to indemnify under this Contract, Buyer shall (where practicable) promptly notify Supplier of the claim and allow Supplier to assume control of the defence and settlement of the claim. Supplier’s control of the defence is conditional upon:
(a) Supplier promptly giving Buyer written assurance of its obligation to indemnify and defend the claim;
(b) the counsel and overall defence strategy proposed by Supplier being reasonably acceptable to Buyer; and
(c) Supplier diligently conducting the defence.
Buyer (and/or the affected Indemnified Party) shall have the right to participate in the defence with counsel of its own choosing at its own expense, and Supplier shall reasonably cooperate with Buyer in such defence.

7.2.2 Supplier shall not settle or compromise any claim, nor consent to the entry of any judgment, in a manner that (i) imposes any liability or obligation on any Indemnified Party, (ii) constitutes any admission of fault or wrongdoing by any Indemnified Party, or (iii) does not fully release the Indemnified Parties from further liability, without Buyer’s prior written consent. Buyer’s consent shall not be unreasonably withheld for a settlement that unconditionally releases all Indemnified Parties and imposes only financial obligations on Supplier that are fully covered by this indemnity.

7.2.3 In connection with any product recall, safety notice, or other remedial action covered by the indemnity in Clause 7.1, Buyer may at its discretion require Supplier to assume control over, or reimburse Buyer for, the management and execution of such recall or corrective action (including communications with customers and regulators).

7.2.4 The rights and remedies of Buyer under this Clause 7 are in addition to, and shall not limit, any other rights or remedies available to Buyer at law or under the Contract. Any indemnified amounts shall be paid by Supplier to Buyer (or the relevant Indemnified Party) upon demand.

8. Intellectual Property and Confidential Information

8.1 Buyer’s Intellectual Property (Buyer Materials). All intellectual property rights (including copyrights, design rights, trademarks, trade secrets, know-how, and patents) in any and all materials, specifications, drawings, artwork, designs, data, software, or other information or items supplied by Buyer to Supplier, or paid for by Buyer for use by Supplier (collectively, “Buyer Materials”), are and shall remain the exclusive property of Buyer or its licensors. Supplier is granted a limited, revocable, non-transferable, non-sub-licensable licence to use the Buyer Materials solely as needed to fulfil Supplier’s obligations under the Contract. Supplier shall not use, copy, modify, disclose or distribute any Buyer Materials for any purpose other than performing the Order, and shall not permit any third party to access or use Buyer Materials except as necessary for performance of the Contract (and only if such third party is bound by confidentiality and non-use obligations at least as strict as those herein). All Buyer Materials (and all copies of them) shall be promptly returned to Buyer or destroyed at Buyer’s instruction upon completion or termination of the Contract or at any time upon Buyer’s request.

8.2 Works for Hire / Development. If under the Contract Supplier is required to develop or create any Works (as defined in Clause 1) specifically for Buyer, the parties agree that all such Works are “works made for hire” commissioned for the benefit of Buyer. To the fullest extent permitted by law, any intellectual property and other proprietary rights in the Works shall vest in and become the sole property of Buyer immediately upon their creation. To the extent that ownership of any Works may not by default vest in Buyer, Supplier hereby assigns (by way of present assignment of future rights) to Buyer with full title guarantee all rights, title and interest in and to all such Works, including all related intellectual property rights, upon their creation. Supplier shall execute and deliver (and shall procure the execution of) any documents and perform any acts that Buyer may reasonably require to give effect to this assignment and to secure Buyer’s ownership of all rights in the Works. If by operation of law any such rights cannot be assigned to Buyer as provided, Supplier hereby grants to Buyer an exclusive, perpetual, worldwide, royalty-free and transferable licence (with rights to sub-license) to use, reproduce, modify, adapt, publish, sell, distribute, display, perform, and otherwise fully exploit the Works for any purpose. Supplier irrevocably waives, and shall ensure that its employees, contractors, and agents irrevocably waive, any moral rights (personal rights in works of authorship, such as the right to be identified as author or to object to derogatory treatment) in the Works, to the extent permissible by law.

8.3 Supplier’s Background IP. Any Supplier IP (Supplier’s pre-existing or independently developed intellectual property, as defined in Clause 1) that is used, included, or embodied in any Goods, Works or deliverables supplied to Buyer, or which is otherwise necessary for Buyer’s use or resale of the Goods or Services, shall remain the property of Supplier. However, Supplier hereby grants to Buyer and its affiliates an irrevocable, perpetual, worldwide, royalty-free licence (including the right to sub-license to end-users and customers) to use, have used, install, incorporate, exploit, make, have made, sell, offer for sale, import, export, reproduce, modify, and distribute any such Supplier IP as an integral part of the Goods, Works or deliverables or in connection with the use or support of the Goods and Services. This licence is intended to allow Buyer and any subsequent owners or users of the Goods or deliverables to enjoy and utilize them fully without restriction or additional payments to Supplier.

8.4 Confidential Information. Each party shall treat as confidential all Confidential Information (see Clause 1) obtained from the other party in connection with the Contract. The Receiving Party shall use the Disclosing Party’s Confidential Information solely for the purposes of performing the Contract and shall not disclose such information to any third party without the Disclosing Party’s prior written consent. The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care. The Receiving Party may disclose Confidential Information only to its own employees, officers, professional advisers, or approved subcontractors who need to know the information for the performance or enforcement of the Contract, provided that each such recipient is bound by confidentiality obligations no less strict than those set out in this Contract. The obligations in this Clause 8.4 do not apply to information that the Receiving Party can show:
(i) is or becomes publicly available through no fault or breach by the Receiving Party;
(ii) is lawfully obtained by the Receiving Party from a third party not under any duty of confidentiality; or
(iii) is independently developed by the Receiving Party without reference to the Disclosing Party’s information.
If the Receiving Party is required by law, court order, or regulatory authority to disclose any of the Disclosing Party’s Confidential Information, it may do so, provided that (to the extent permitted by law) it gives prompt written notice to the Disclosing Party so that the Disclosing Party may seek an appropriate protective order or other remedy. All Confidential Information shall remain the property of the Disclosing Party. This confidentiality obligation survives for a period of five (5) years after expiration or termination of the Contract. (Confidentiality obligations with respect to any trade secrets or personal data shall survive indefinitely, until such information falls into one of the exceptions above.)

8.5 Data Protection. Each party shall comply with all applicable data protection and privacy laws with respect to any personal data (as defined in the Data Protection Act 2018 and UK GDPR) processed in connection with the Contract. This includes, where applicable, compliance with the UK Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR), and (if Supplier processes EU personal data or is located in the EEA) the EU General Data Protection Regulation (EU 2016/679) (EU GDPR). In relation to any personal data shared between the parties, the parties acknowledge the following: if and to the extent Supplier processes personal data on behalf of Buyer (for example, personal data about Buyer’s employees, customers, or suppliers), then for the purposes of data protection law Buyer is the data controller and Supplier is the data processor. In such case, Supplier shall:
(i) process the personal data only on and in accordance with the documented instructions of Buyer (which are to process the data only as necessary to perform Supplier’s obligations under the Contract) and for no other purpose;
(ii) implement and maintain appropriate technical and organisational measures to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure, taking into account the nature of the data to be protected;
(iii) ensure that all employees or other persons it authorises to process the personal data are subject to a binding duty of confidentiality (whether by contract or by operation of law);
(iv) not transfer any personal data received from Buyer outside of the United Kingdom (or, if applicable, outside of the European Economic Area) without Buyer’s prior written consent. If Buyer consents to any such transfer, Supplier shall ensure the transfer is made in compliance with applicable data transfer mechanisms and safeguards as required by UK/EU data protection law;
(v) promptly notify Buyer if Supplier receives any communication from a data subject (an individual) relating to the personal data processed under the Contract, such as a request to access, correct or delete data, or any inquiry or complaint from a data protection authority. Supplier shall provide full cooperation and assistance to Buyer in responding to any such requests or inquiries and in otherwise meeting Buyer’s compliance obligations under data protection laws; and
(vi) upon termination or expiry of the Contract, and at any time upon Buyer’s request, cease processing all personal data received from Buyer and either securely delete or return the data (including any copies) to Buyer, unless and only to the extent that storage of the data is required by applicable law (in which case Supplier shall notify Buyer and keep the data confidential until deletion).

Supplier further warrants that it has obtained all necessary privacy notices and consents required to lawfully share with Buyer any personal data of Supplier’s employees, officers or contacts which is provided to Buyer in connection with the Contract (for example, names and contact details of Supplier personnel). Supplier shall indemnify and hold Buyer harmless from and against any and all losses, fines, or liabilities suffered or incurred by Buyer as a result of Supplier’s breach of this Clause 8.5. The parties agree to negotiate in good faith any additional or alternative data processing agreement terms that may be required by law for the types of personal data and processing activities under this Contract.

9. Force Majeure

9.1 No Liability for Force Majeure. Neither party shall be liable for any failure or delay in performing any obligation (except for any payment obligations) under the Contract to the extent that such failure or delay is caused by Force Majeure (see Clause 1 for definition). For the purposes of this Contract, “Force Majeure” includes any event beyond the reasonable control of the affected party that could not have been prevented or mitigated by reasonable diligence (see examples listed in Clause 1). The party affected by a Force Majeure event shall promptly notify the other party in writing as soon as reasonably practicable after the event begins, providing details of the event, its expected impact on performance, and an estimate of its likely duration. The affected party shall use all reasonable efforts to mitigate the effect of the Force Majeure event on the performance of its obligations and to resume full performance as soon as possible.

9.2 Extended Force Majeure; Termination Right. If a Force Majeure event continues for a period of 30 days or more from the date of the initial notice (or if it becomes clear that it will continue for at least 30 days), Buyer may terminate the affected Order or the Contract (in whole or in part) with immediate effect by giving written notice to Supplier. Such termination shall be without any liability by Buyer for compensation or damages resulting from the termination, but without prejudice to any rights and remedies that had accrued before termination.

9.3 Short-Term Force Majeure Delays. For Force Majeure events causing a delay in Supplier’s performance of less than 30 days, the delivery or performance schedule shall, at Buyer’s option, be extended on a day-for-day basis for the duration of the Force Majeure delay, or Buyer may elect to cancel the Order (in whole or in part) without liability for the undelivered portion if the delay would otherwise frustrate the purpose of the Order. In no event will Buyer be responsible for any costs or losses of Supplier arising from a Force Majeure delay or cancellation, except that Buyer shall pay for any conforming Goods already delivered or Services properly performed before the Force Majeure occurred (unless those items are not usable by Buyer due to the incomplete overall performance).

9.4 Procurement from Alternative Sources. If a Force Majeure event affects Supplier’s ability to supply the Goods or Services as required, Buyer is free, during the period of such event, to obtain substitute goods or services from other sources. In such case, the quantities of Goods or Services that Buyer purchases from alternative sources shall reduce the corresponding quantities (if any) required under the Contract, and Buyer shall have no obligation to resume purchases from Supplier until it decides at its discretion. Buyer shall not be liable to Supplier for any costs arising from such procurement from alternative sources.

10. Termination

10.1 Buyer’s Right to Terminate for Convenience. Buyer may terminate the Contract, or any Order or any portion of an Order under the Contract, at any time at Buyer’s convenience (for any reason or no reason) by giving written notice to Supplier. Such termination for convenience shall take effect on the date specified in Buyer’s notice or, if no date is specified, immediately upon Supplier’s receipt of the notice. Upon receiving a termination-for-convenience notice, Supplier shall immediately cease all performance under the Contract to the extent specified in the notice and mitigate any costs associated with the termination. Buyer and Supplier shall discuss any necessary wind-down or transition measures, and Supplier shall use all reasonable efforts to minimize any costs resulting from the termination. In the event of a termination for convenience, Buyer’s liability to Supplier is limited to payment for: (a) any conforming Goods that have been delivered and accepted by Buyer up to the effective date of termination, and (b) any Services that have been properly performed (and, if applicable, accepted by Buyer) up to the effective date of termination. In addition, Buyer shall reimburse Supplier for any direct costs reasonably incurred by Supplier in fulfilling the Order up to termination that cannot be cancelled or mitigated (for example, the cost of work-in-progress specific to Buyer’s Order that cannot reasonably be repurposed or sold elsewhere). Supplier must promptly submit documentation reasonably satisfactory to Buyer to substantiate any such termination costs. Under no circumstances shall Buyer be liable for any amounts in excess of the price that would have been payable for the Goods and Services if the Contract had been fully performed, nor shall Buyer be liable for any lost profits, loss of anticipated business, or any indirect or consequential losses arising from the termination. Any advance payments made by Buyer for Goods or Services which are not delivered or performed as a result of termination shall be promptly refunded to Buyer.

10.2 Buyer’s Right to Terminate for Cause. Buyer may terminate the Contract or any Order (in whole or in part) with immediate effect by giving written notice to Supplier if any of the following occurs:

(a) Material Breach: Supplier commits any material breach of this Contract. If the breach is remediable, Buyer will first give Supplier written notice describing the breach and requiring it to be remedied. If Supplier fails to remedy the breach within 14 days after receiving such notice, Buyer may terminate for cause. For the avoidance of doubt, any delay in delivery, any failure to meet the specifications or quality requirements of the Contract, or any breach of Clause 3 (Quality and Compliance), Clause 6 (Warranties and Remedies), Clause 7 (Indemnities), or Clause 8 (Intellectual Property and Confidentiality) shall be considered a material breach of the Contract.

(b) Insolvency: Supplier becomes insolvent or unable to pay its debts as they fall due; or Supplier enters bankruptcy, administration, receivership, or any composition or arrangement with creditors; or any proceeding is initiated for the liquidation or dissolution of Supplier (other than for the purpose of solvent amalgamation or reorganisation); or Supplier makes a general assignment for the benefit of its creditors; or any event occurs, or proceeding is taken, with respect to Supplier in any jurisdiction that has an analogous effect to any of the foregoing.

(c) Change of Control: Supplier undergoes a change of control or ownership (whether through a sale of majority ownership, merger, or otherwise) that, in Buyer’s reasonable opinion, adversely affects Supplier’s ability to perform its obligations under the Contract or is contrary to Buyer’s interests. (For example, if Supplier becomes controlled by or affiliated with a competitor of Buyer, or if Buyer has reasonable concerns about the new owner’s reliability or integrity.)

(d) Repetitive Breaches: Supplier persistently or repeatedly breaches the terms of this Contract, even if those breaches, when taken individually, would not necessarily constitute a material breach. If Supplier’s pattern of conduct is such that Buyer reasonably concludes that Supplier’s performance is unreliable or that Supplier is unwilling or unable to meet the contractual requirements on a consistent basis, Buyer shall have the right to terminate for cause.

(e) Extended Force Majeure: Any event of Force Majeure (as defined in Clause 9) prevents Supplier from performing a material part of its obligations under the Contract for more than 30 days. In such case, Buyer may (at its discretion) treat the prolonged Force Majeure as a cause for termination under this Clause 10.2.

10.3 Effect of Termination for Cause. If Buyer terminates the Contract or any Order pursuant to Clause 10.2 (for Supplier’s default or cause): (i) Buyer shall have no obligation to pay Supplier for any Goods not delivered or any Services not performed as of the effective date of termination; (ii) Supplier shall immediately refund to Buyer any advance payments or prepayments for Goods/Services that will not be delivered due to termination; and (iii) without prejudice to Buyer’s other rights, Supplier shall be liable to Buyer for any costs, losses or damages incurred by Buyer as a result of Supplier’s breach or the termination. (This includes, for example, any additional costs of obtaining substitute goods or services from alternate suppliers, and any other direct damages arising from the breach.) Buyer’s right to terminate under this Clause 10.3 is in addition to any other rights and remedies available to Buyer under applicable law or under the Contract (such as the right to claim damages or to seek specific performance).

10.4 Supplier’s Right to Terminate. Supplier may terminate the Contract by giving written notice to Buyer only in the event that Buyer has failed to pay any undisputed, invoiced amount due under the Contract, and Buyer then fails to cure such payment default within 14 days after receiving a second written notice from Supplier referring to this Clause 10.4 and requiring the overdue payment. For Supplier to have the right to terminate, the invoice in question must be undisputed, properly issued in accordance with the Contract, and more than 60 days overdue (beyond the agreed payment term) at the time Supplier gives the second notice. Supplier acknowledges that it shall have no right to terminate (and no liability shall accrue to Buyer) if Buyer’s non-payment is due to a good-faith dispute or to Buyer’s permitted withholding or set-off under the Contract, or if Supplier is in breach of its obligations which gave rise to Buyer’s non-payment.

10.5 Consequences of Termination. Upon expiration or any termination of the Contract (in whole or in part), and without prejudice to any other rights or remedies of Buyer:
(a) Supplier shall immediately cease all use of any Buyer Materials and Confidential Information and shall follow Buyer’s instructions regarding the return or destruction of such materials and information;
(b) Supplier shall immediately stop all work on any Order (to the extent terminated) and mitigate any additional costs;
(c) if and to the extent Buyer directs, Supplier shall secure and hand over to Buyer any work-in-progress, finished Goods, or parts (which Buyer may at its option purchase from Supplier at a reasonable price not exceeding the pro-rata Contract price); and
(d) Supplier shall take any other action reasonably required by Buyer to facilitate the orderly transition of supply.

Any provisions of this Contract which, by their nature, are intended to survive termination or expiration (including but not limited to warranties, indemnities, confidentiality obligations, intellectual property rights assignments or licences, liability limitations, and governing law and jurisdiction clauses) shall remain in full force and effect notwithstanding termination. Termination of the Contract or any Order shall not affect any accrued rights or liabilities of either party as of the date of termination (including the right to claim damages for any prior breach).

11. Liability

11.1 Unlimited Liabilities (No Limitation). Nothing in this Contract shall exclude or limit either party’s liability for:
(i) death or personal injury caused by its negligence or the negligence of its employees or agents;
(ii) fraud or fraudulent misrepresentation;
(iii) breach of the terms as to title implied by law (for example, Supplier’s warranty of good title under the Sale of Goods Act 1979); or
(iv) any other liability which cannot lawfully be excluded or limited under applicable law.

11.2 Uncapped Supplier Liabilities. In addition to the liabilities described in Clause 11.1 above, Supplier’s liability shall be unlimited with respect to the following: (a) any liability arising under the indemnities in Clause 7 of this Contract, including (without limitation) liability for intellectual property infringement claims and third-party product liability claims relating to the Goods; (b) any losses or damages incurred by Buyer as a result of Supplier’s wilful misconduct or deliberate default (and/or any fraud, to the extent not already covered by Clause 11.1); (c) any unauthorized resale, misuse or distribution of Goods that bear Buyer’s branding or intellectual property, in breach of the Contract; and (d) any breach by Supplier of its confidentiality obligations or data protection obligations under Clause 8.

11.3 Liability Cap. Subject always to Clauses 11.1 and 11.2 above, each party’s total aggregate liability to the other for direct losses, damages, costs and expenses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited as follows: (i) Supplier’s total aggregate liability shall not exceed the greater of £1,000,000 (one million pounds) or 100% of the total price payable by Buyer under the Contract (or, if the claim relates to a particular Order, 100% of the price of that Order); and (ii) Buyer’s total aggregate liability shall not exceed the price payable by Buyer for the specific Goods and/or Services that are the subject of the claim. These liability caps apply per Contract (or per Order, as applicable) and are aggregated across all claims.

11.4 Excluded Losses. Except to the extent prohibited by law, and subject to Clause 11.1, neither party shall be liable to the other for any indirect, special or consequential loss or damage of any kind arising out of or in connection with this Contract. Furthermore (again subject to Clause 11.1), neither party shall be liable for any of the following categories of loss (whether arising directly or indirectly and whether or not foreseeable): loss of profit; loss of revenue or anticipated savings; loss of business opportunity or business; loss of goodwill or reputation; or loss of use of equipment or data. The parties agree that, in the case of Buyer, the exclusions in this Clause 11.4 are in addition to any specific limitations or exclusions of liability elsewhere in the Contract. For example, Buyer shall not be liable for any cancellation or termination charges except to the limited extent expressly set forth in Clause 10.1 (Buyer’s termination for convenience).

11.5 Reasonableness. Each party acknowledges and agrees that the exclusions and limitations of liability set out in this Contract are fair and reasonable in the context of the overall Contract. The prices and terms have been negotiated in consideration of these allocations of risk. In particular, Supplier confirms that it has taken into account the scope of its potential liability, the value of the Contract, and the availability of insurance coverage for the risks involved in supplying the Goods and Services, and that it is satisfied that the liability limitations and exclusions in this Contract are reasonable and appropriate.

11.6 Mitigation of Loss. Nothing in this Contract shall be construed to relieve either party of any general duty at law to mitigate its losses. Each party shall take all reasonable steps to minimize any loss or damage it may suffer as a result of the other party’s breach of this Contract or in respect of any matter for which the other party is liable.

12. Assignment and Subcontracting

12.1 No Assignment by Supplier. Supplier shall not assign, transfer, charge or novate any of its rights or obligations under this Contract to any third party without the prior written consent of Buyer. Any assignment or purported assignment by Supplier without Buyer’s consent shall be void and of no effect. Supplier shall also not subcontract the performance of any material obligation under this Contract without Buyer’s prior written consent. If Buyer grants consent to any subcontracting, Supplier shall remain fully responsible for all acts and omissions of its subcontractors as if they were the acts or omissions of Supplier itself. Supplier shall ensure that any approved subcontractor is made aware of and complies with all relevant provisions of this Contract (including but not limited to confidentiality, data protection, anti-bribery and anti-slavery requirements).

12.2 Assignment by Buyer. Buyer may at any time assign or transfer the Contract, in whole or in part, to any of its affiliates, or to any successor entity that acquires all or a substantial part of Buyer’s business or assets to which this Contract relates. Buyer shall give written notice to Supplier of any such assignment or transfer, but Buyer does not require Supplier’s consent. Buyer may also assign or pledge any receivable or right to payment under the Contract to a third party (for example, as part of a supply chain finance arrangement) without consent, provided that such assignment of the payment right will not adversely affect Supplier’s rights under the Contract.

13. General Provisions

13.1 Independent Contractors. The relationship of Buyer and Supplier is that of independent contracting parties. Nothing in this Contract is intended to, or shall be deemed to, create any partnership, joint venture, agency, franchise, or employment relationship between the parties. Supplier (and its personnel) shall not be considered employees or agents of Buyer, and Supplier shall not have any authority to bind Buyer or to act on Buyer’s behalf. Supplier shall not represent itself as having any authority to act for Buyer.

13.2 Third Party Rights. Except as expressly provided in this Clause, a person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. However, Buyer’s affiliates and customers are intended to enjoy the benefit of any warranty or indemnity given by Supplier in this Contract that is expressly stated to extend to them (for example, the indemnities in Clause 7). The parties may vary or rescind this Contract by mutual agreement without the consent of any third party, including any third party that would otherwise have rights under the 1999 Act.

13.3 No Waiver. No waiver by either party of any breach or default by the other party shall be effective unless made in writing and signed by the party giving the waiver. No waiver of any breach shall be deemed to be a waiver of any subsequent breach of the same or any other provision. A delay or failure by either party to exercise any right or remedy arising from a breach of this Contract shall not constitute a waiver of that right or remedy, nor shall it prevent that party from enforcing that provision or any other part of the Contract at a later time.

13.4 Severability. If any provision of this Contract (or any portion of a provision) is held by a court or other authority of competent jurisdiction to be invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted or modified to the minimum extent necessary to render it valid and enforceable. In such case, the parties shall negotiate in good faith to amend the Contract to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. All other provisions of the Contract shall continue in full force and effect and shall not be affected by such deletion or modification.

13.5 Notices. Any formal notice or other communication required to be given under or in connection with this Contract shall be in writing in the English language. Notices shall be delivered by hand or sent by prepaid first class post or reputable international courier to the receiving party’s registered office or principal business address, or sent by email to the email address expressly designated by the receiving party for notices (if any such email address has been designated). Any such notice or communication shall be deemed to have been received: if delivered by hand or courier, on the date of actual delivery to the specified address (or, if delivered outside of the recipient’s normal business hours, on the next business day); if sent by prepaid post within the same country, on the second business day after posting (or, if international, on the fifth business day after posting); and if sent by email, on the date and time at which it was successfully delivered to the recipient’s email server as evidenced by a delivery receipt or acknowledgement from the recipient (or, if no delivery confirmation or acknowledgement is received, then on the next business day after sending, provided no automated error or “bounce-back” message was received).

13.6 Governing Law. This Contract, and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with the laws of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980) shall not apply to this Contract.

13.7 Jurisdiction and Service of Process. The parties irrevocably agree 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 relating to this Contract or its subject matter. Supplier irrevocably submits to the jurisdiction of such courts and waives any objection to the convenience or appropriateness of venue in those courts. If Supplier is incorporated or resident outside of England and Wales, it hereby designates and appoints an agent for service of process in the UK (which may be any affiliated entity of Supplier in the UK, or another agent acceptable to Buyer). If at any time Supplier has no registered office or place of business within the UK, and fails to appoint or maintain an agent for service of process, then Supplier agrees that any claim form, order, judgment or other document relating to legal proceedings may be effectively served upon it by sending a copy by prepaid airmail or reputable courier to Supplier’s last known principal business address (with evidence of posting), or by any other method permitted by English law. Such service shall be deemed sufficient to confer personal jurisdiction over Supplier and to provide notice of the legal proceedings.