1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Certifications: means all certificates (including Release Certificates) and necessary paperwork confirming that the Goods are compliant, or the Services have been performed as required by any applicable law, regulation or licence.
Commencement Date: has the meaning set out in condition 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with condition 14.9.
Contract: the contract between MAST and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.
MAST: MAST GROUP LIMITED registered in England and Wales with company number 632512.
MAST Materials: has the meaning set out in condition 5.3(i).
Deliverables: 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, including without limitation computer programs, data, reports and specifications (including drafts).
Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Goods: the goods (or any part of them) set out in the Order.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered and including all applications for and renewals or extensions of such rights.
Order: MAST's order for the supply of Goods and/or Services, as set out in MAST's purchase order form, statement of works, or in MAST's written acceptance of the Supplier's quotation, as the case may be.
Services: the services, including without limitation Deliverables, to be provided by the Supplier under the Contract as set out in the Specification or Order.
Specification: in relation to Goods, any specification for the Goods (including any relevant plans or drawings) provided by MAST to the Supplier OR produced by the Supplier and agreed in writing by MAST, and in relation to Services, the description or specification for Services produced by the Supplier and agreed in writing by MAST.
Supplier: the person or firm from whom MAST purchases the Goods and/or Services.
1.2 CONSTRUCTION. In these Conditions, the following rules apply:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a references to a party includes its successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and continuing to apply. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted, Reference to any EU law shall include any UK enactment of EU Law in the form enacted;
(d) “applicable law” shall, include where any Goods/Deliverables are sourced from the EEA, all applicable EU law, together with any specification the UK may apply in addition or substitution;
(e) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(f) a reference to writing or written includes facsimile and e-mails;
(g) Goods/Deliverables to be provided with all applicable Certifications required for the use of the Goods.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by MAST to purchase Goods and/or Services from the Supplier in accordance with these Conditions.
2.2 The Order shall be deemed to be accepted by the Supplier on the earlier of:
(a) the Supplier issuing written acceptance of the Order; or
(b) any act by the Supplier consistent with fulfilling the Order, at which point and on which date the Contract shall come into existence (Commencement Date). For these purposes “acceptance” does not include automated receipt notices or acknowledgement of emails. MAST may withdraw an order any time before it is accepted, without liability.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 All of these Conditions shall apply to the supply of both Goods and Services except where the dis-application to one or the other is agreed in writing and signed by an authorised officer of MAST.
2.5 MAST will not accept responsibility for any Order unless it has been issued on a MAST official order duly signed and authorised. Any variation of the Order must be approved in writing by MAST and signed by an authorised officer of MAST.
3. SUPPLY OF GOODS
3.1 The Supplier shall ensure that the Goods shall:
(a) correspond 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 MAST, expressly or by implication, and in this respect MAST relies on the Supplier's skill and judgment;
(c) where applicable, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and
(d) comply with samples or other descriptions furnished to or adopted by MAST;
(e) comply with all applicable statutory and regulatory requirements relating to the manufacture, certification labelling, packaging, storage, handling and delivery of the Goods (including where applicable CE marking and compliance with the In Vitro Diagnostic Medical Devices Directive 98/79/EC).
3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
3.3 The Goods shall be supplied without restriction as to their use and inclusive of all necessary permits and licences required for their use.
3.4 MAST shall have the right to inspect and test the Goods at any time before delivery.
3.5 If following such inspection or testing MAST considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at condition 3.1, MAST shall inform the Supplier and the Supplier shall immediately replace the Goods or subject to the agreement of MAST take such remedial action as is necessary to ensure compliance.
3.6 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and MAST shall have the right to conduct further inspections and tests after the Supplier has carried out its replacement/remedial actions.
3.7 The Supplier recognises that MAST has placed the Order relying upon the skills and expertise of the Supplier and any statements and representations made by or on behalf of the Supplier.
4. DELIVERY OF GOODS
4.1 The Supplier shall ensure that:
(a) the Goods are properly packed, secured and if applicable, be refrigerated, in accordance with good industry practice, and in such manner as to enable them to reach their destination in good condition at the delivery address and to resist pilferage, damage, deterioration, distortion, corrosion or contamination;
(b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, MAST Order number (if any), the type and quantity of the Goods (including the code and batch number of the Goods (where applicable)), special storage and use instructions (if any), use by date if applicable and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(c) if the Supplier requires MAST to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.
4.2 The Supplier shall deliver the Goods:
(a) on the date specified in the Order or, if no such date is specified, then within 30 days of the date of the Order;
(b) to MAST's Atlantic House premises at Derby Road, Merseyside, or such other location as is set out in the Order or as instructed by MAST before delivery (Delivery Location);
(c) on Monday to Friday between the hours of 9.00 and 16:45.
4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.4 If the Supplier:
(a) delivers 5 per cent less of the quantity of Goods ordered, MAST may reject the Goods; or
(b) delivers 5 per cent more of the quantity of Goods ordered, MAST may at its sole discretion reject the Goods or the excess Goods,
and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers less than the quantity of Goods ordered, and MAST accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods omitted from the delivery.
4.5 The Supplier shall not deliver the Goods in instalments without MAST's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may 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 MAST to the remedies set out in condition 6.1.
4.6 Title and risk in the Goods shall pass to MAST on completion of delivery in accordance with the Contract.
5. SUPPLY OF SERVICES
5.1 The Supplier shall from the date set out in the Order and for the duration of this Contract provide the Services to MAST in accordance with the terms of the Contract.
5.2 The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by MAST.
5.3 In providing the Services, the Supplier shall:
(a) co-operate with MAST in all matters relating to the Services, and comply with all instructions of MAST;
(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 and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract;
(d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by MAST;
(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 MAST, will be free from defects in workmanship, installation and design for a period of not less than 12 months;
(g) obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
(h) observe all health and safety rules and regulations and any other security requirements that apply at any of MAST's premises or those of its customers where applicable;
(i) hold all materials, equipment and tools, drawings, specifications and data supplied by MAST to the Supplier (MAST Materials) in safe custody at its own risk, maintain MAST Materials in good condition until returned to MAST, and not dispose of or use MAST Materials other than in accordance with MAST's written instructions or authorisation;
(j) not do or omit to do anything which may cause MAST to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting any part of its business, and the Supplier acknowledges that MAST may rely or act on the Services; and
(k) not do or omit to do anything that would damage the name, reputation or brand of MAST.
6. MAST REMEDIES
6.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, MAST shall, without limiting its other rights or remedies, 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 and/or delivery of the Goods which the Supplier attempts to make;
(c) to recover from the Supplier any costs incurred by MAST in obtaining substitute goods and/or services from a third party;
(d) where MAST has paid in advance for Services that have not been provided by the Supplier in accordance with the Contract and/or Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier on demand; and
(e) Supplier shall indemnify and keep indemnified MAST on demand for costs, claims, losses, liabilities or damages suffered or incurred by MAST which are in any way attributable to the Supplier's failure to meet such dates.
6.2 If the Goods are not delivered, or Services not completed by the applicable date (including any milestone for part performance), MAST may, at its option, claim or deduct five per cent of the price of the Goods for each week's delay in delivery by way of liquidated damages, up to a maximum of twenty per cent of the total price of the Goods.
6.3 If the Supplier has delivered Goods that do not comply with the undertakings set out in condition 3.1, then, without limiting its other rights or remedies, MAST shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Supplier;
(c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to require the Supplier to re-perform the Services at the Supplier’s cost;
(e) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
(f) to recover from the Supplier any expenditure incurred by MAST in obtaining substitute goods or services from a third party; and
(g) to claim damages for any additional costs, loss or expenses incurred by MAST arising from the Supplier's failure to supply Goods or perform the Services in accordance with condition 3.1.
6.4 These Conditions shall extend to any substituted or remedial services and/or repaired or replacement Goods supplied by the Supplier.
6.5 MAST's rights under this Contract are in addition to its rights and remedies implied by statute and common law.
7. MAST'S OBLIGATIONS
7.1 MAST shall:
(a) provide the Supplier with reasonable access at reasonable times to MAST's premises for the purpose of providing the Services; and
(b) provide such information as the Supplier may reasonably request for the provision of the Services and MAST considers reasonably necessary for the purpose of providing the Services.
7.2 MAST’s total liability to the Supplier whether arising in contract tort (including negligence) or otherwise shall be limited to the amount payable under the contract plus 10%. Nothing in these terms shall limit a party’s liability for death, personal injury, fraud or fraudulent misrepresentation.
8. CHARGES AND PAYMENT
8.1 The price for the Goods:
(a) shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier's published price list in force at the Commencement Date; and
(b) shall be inclusive of the costs of packaging, insurance and carriage, taxes and import duties of the Goods, unless otherwise agreed in writing by MAST. No extra charges shall be effective unless agreed in writing and signed by MAST.
8.2 The price shall be payable in pounds sterling unless otherwise specified in the Order.
8.3 The charges for the Services shall be set out in the Order, net of all cash and trade discounts being allowed and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services inclusive of any licence or other additional fees. Unless otherwise agreed in writing by MAST, the charges are inclusive of every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
8.4 In respect of Goods, the Supplier shall invoice MAST on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice MAST on completion of the Services. Each invoice shall include such supporting information required by MAST to verify the accuracy of the invoice, including but not limited to the relevant purchase order number. No invoice will be passed for payment unless it bears the order number.
8.5 Where the price is subject to a variation clause, the invoice must clearly show the original cost and the basis on which the difference in cost has been calculated.
8.6 In consideration of the supply of Goods and/or Services by the Supplier, MAST shall pay the invoiced amounts within sixty days of the date of receipt by MAST of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
8.7 MAST may withhold payment where there is a dispute, made in good faith, relating to quality of the Goods or Services supplied, the invoice or otherwise in relation to any contract with the Supplier.
8.8 Where any taxable supply for VAT purposes is made under the Contract by the Supplier to MAST, MAST shall, on receipt of a valid VAT invoice (including applicable VAT registration number) from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
8.9 MAST may withhold and/or offset amounts due from MAST to Supplier under any other contract against amounts due from Supplier to MAST (notwithstanding any terms of the Supplier to the contrary);
8.10 Where invoices are subject to any agreed payment discount, the discount period will be calculated from the date the invoice is received at MAST.
8.11 If MAST fails to pay any amount properly due and payable by it under the Contract, the Supplier shall have the right to charge interest on the overdue amount at the rate of two per cent per annum above the base rate for the time being of Bank of England accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. This constitutes a substantial remedy in terms of the Late Payment of Commercial Debts (Interest) Act 1998 This condition shall not apply to payments that MAST disputes in good faith.
8.12 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow MAST to inspect such records at all reasonable times on request.
8.13 The Supplier shall not be entitled to assert any credit, set-off or counterclaim against MAST in order to justify withholding payment of any such amount in whole or in part. MAST may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier against any amount payable by MAST to the Supplier. MAST shall be entitled to apply a lien over any goods of the Supplier which MAST is to return.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 In respect of the Goods and any goods that are transferred to MAST as part of the Services under this Contract, including the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to MAST, it will have full and unrestricted rights to sell and transfer all such items to MAST and that MAST shall have full rights to use the Goods for any purpose.
9.2 The Supplier warrants that none of the Goods supplied under this Contract or any device or process embodied therein constitutes or involves an infringement of any existing patent, trade mark, or registered design of any third party.
9.3 The Supplier assigns to MAST, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables and whether or not for a specified purpose or any other purpose.
9.4 The Supplier shall obtain waivers of all moral rights in the Goods, and Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV, Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
9.5 The Supplier shall, promptly at MAST's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as MAST may from time to time require for the purpose of securing for MAST the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to MAST in accordance with condition 9.2.
9.6 All MAST Materials are the exclusive property of MAST.
10.1 The Supplier shall keep MAST indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by MAST as a result of or in connection with:
(a) any claim made against MAST by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim made against MAST by a third party arising out of, or in connection with, the supply of the Goods or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors; and
(c) any claim made against MAST for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.
10.2 For the duration of the Contract and for a period of five years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on MAST's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
10.3 This condition 10 shall continue notwithstanding termination of the Contract.
11. CONFIDENTIALITY and DATA PROTECTION
11.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
11.2 Each party shall at all times comply with the General Data Protection Regulation and applicable data protection Law. Where contracts are merely for supply of goods and services which do not include the exchange of personal data as part of the service, the parties shall rely on “legitimate purpose” in order to hold personal data relating to individuals involved in the contract. In all other regards, Supplier hereby warrants and represents that it has and where applicable for future persons involved in the supply, will obtain written consent from such persons whose personal details are provided to (or independently obtained by) MAST for the purposes of this supply of Goods or Services (including all officers, employees, agents and contractors of Supplier) “Supplier Personnel” that allows MAST to hold and process “Personal Data” (as defined in applicable data protection Law), relating to such individuals, anywhere in the world, both manually and electronically, for all purposes relating to:
(a) the supply of the Goods and/or performance of the Services;
(b) administering and managing the business activities of MAST; and
(c) compliance with applicable policies and procedures and laws, rules and regulations.
11.3 MAST shall only hold Personal Data for the limited purpose of the supply (and any continuing supplies), and for so long as is reasonably necessary. MAST may share such personal Data with its officers and employees who have a need to know the Personal Data for the performance of the contract but shall not otherwise share the Personal Data with any third parties.
11.4 MAST hereby confirms that any provision by MAST of any officer and employees Personal Data is obtained and provided in compliance with the terms of the applicable data protection Law.
11.5 The Supplier may not without the prior written approval of MAST issue or cause to be issued any press release or publish any journal publication or notice relating to the supply by the Supplier to MAST.
11.6 MAST’s full Privacy and Data Protection Policy, which is hereby incorporated, is available at www.mast-group.com
11.7 This condition 11 shall survive termination of the Contract.
12.1 Without limiting its other rights or remedies, MAST may terminate the Contract with immediate effect by giving written notice to the Supplier if:
(a) the Supplier commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within twenty days of receipt of notice in writing of the breach;
(b) the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier;
(e) the Supplier (being an individual) is the subject of a bankruptcy petition order;
(f) a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier (being a company);
(h) a floating charge holder over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier;
(j) any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 12.1(b) to condition 12.1(i) (inclusive);
(k) the Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business; or
(l) the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
12.2 Without limiting its other rights or remedies, MAST may terminate the Contract:
(a) in respect of the supply of Services, by giving the Supplier one month’s written notice; and
(b) in respect of the supply of Goods, with immediate effect by giving written notice to the Supplier, in which case MAST shall pay the Supplier fair and reasonable compensation for any work in progress on any other Goods at the date of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
12.3 In any of the circumstances in these Conditions in which MAST may terminate the Contract, where both Goods and Services are supplied, MAST may instead terminate part of the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.
13. CONSEQUENCES OF TERMINATION
13.1 On termination of the Contract or any part of it for any reason:
(a) where the Services are terminated, the Supplier shall immediately deliver to MAST all Deliverables, whether or not then complete, and return all MAST Materials. If the Supplier fails to do so, then MAST may without limiting its other rights or remedies 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 this Contract;
(b) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and
(c) conditions which expressly or by implication have effect after termination shall continue in full force and effect.
13.2 The Supplier shall not use any work performed under the Contract or otherwise derived from the Contract otherwise than for the purpose of the Contract.
14.1 Force majeure: Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable. If such event or circumstances prevent the Supplier from supplying the Goods and/or Services for more than two weeks, MAST shall have the right, without limiting its other rights or remedies, to terminate this Contract with immediate effect by giving written notice to the Supplier.
14.2 Assignment and subcontracting:
(a) The Supplier shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of MAST.
(b) MAST may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
(b) Any notice or communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by internationally recognised commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
(c) This condition 14.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this condition, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
14.4 Waiver and cumulative remedies:
(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
(a) If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
14.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
14.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
14.8 Variation: Any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by MAST.
14.9 Governing law and jurisdiction: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.