These Standard Terms and Conditions are the Genuine Solutions Group (GSG) Terms and Conditions of Purchase which apply in circumstances where any one the following companies (1) Genuine Solutions Group Limited (2) Genuine Solutions Limited or (3) Genuine Solutions (UK) Limited (the GSG Companies) purchases Goods and/or Services from third party manufacturers, suppliers or service providers (Suppliers) by way of a purchase order (Order). By signing these Standard Terms and Conditions of Purchase a Supplier acknowledges and agrees to be bound by them in respect of every Order placed with it by the applicable GSG Company for the supply of Goods and/or Services and acknowledges and agrees that they shall apply to the exclusion of any other terms that the Supplier may seek to impose or incorporate, or which are implied by trade, custom, practice or any course of dealing.
(a) The Supplier carries on the business of manufacturing and/or selling the Products.
(b) The Customer wishes to buy, and the Supplier wishes to supply, the Products on the terms and conditions set out in this agreement.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Commencement Date: the date of this agreement. Customer: Genuine Solutions, a company incorporated and registered in England and Wales with company number 4584465 whose registered office is at Argyll House 23 Brook Street Kingston Upon Thames Surrey KT1 2BN. Delivery: completion of delivery of an Order in accordance with clause 5.2 or clause 5.5(a). Delivery Date: the date specified for delivery of an Order in accordance with clause 3.3. Delivery Location: the location specified for delivery of an Order in accordance with clause 3.3. Disclosure: has the mean- ing given in clause 4. Force Majeure Event: has the meaning given in clause 16. 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, moral rights, rights in confidential information (including know- how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. Intellectual Property Right means any one of the Intellectual Property Rights. Order: an order for Products submitted by the Customer in accordance with clause 3. Products: the Products ordered by and supplied to the Cus- tomer. Purchase Order Number: the reference number to be allocated to an Order by the Customer in accordance with clause 3.3. Supplier: the supplier to which the Purchase Order is submitted by the Customer and whose details are set out in the Purchase Order. Term: the term of the agreement, as determined in accordance with clause 13.
1.2 Clause and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Words in the singular shall include the plural and vice versa.
1.6 A reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time whether before or after the date of this agreement and, in the case of a statute, includes any subordi- nate legislation made under that statute whether before or after the date of this agreement.
1.8 A reference to writing or written includes faxes but not e-mail.
1.9 Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
1.10 A reference to an agreement is a reference to that agreement as varied or novated (in each case, other than in breach of the provisions of this agreement) at any time.
1.11 References to clauses are to the clauses of this agreement.
1.12 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.
Supply of the products
2.1 The Supplier shall supply, and the Customer shall purchase, such quantities of Products as the Customer may order under clause 3 in accordance with the terms and conditions of this agreement.
2.2 The Supplier is deemed to have irrevocably confirmed its agreement to, and acceptance of, the terms and conditions of this agreement by supply supplying Products to the Customer in ac- cordance with any Purchase Order to which a copy of this agreement is annexed.
2.3 Having regard to the nature of the Products being supplied by the Supplier to the Customer, in particular but not limited to the liability that may be incurred by the Customer in the event that the Supplier supplies the Customer Products which breach a third parties intellectual property rights, the Supplier and the Customer agree that rights and obligations pursuant to the terms and conditions in this agreement (including, but not limited to, those rights and obligations pursuant to clause 4, 5, 6, 9 and 10) are fair, reasonable and proportionate.
3.1 From time to time the Customer shall give the Supplier its Order.
3.2 The Supplier shall use its best endeavours to supply Products in accordance with the Customer’s Orders.
3.3 Each Order shall:
(a) be given in writing or, if given orally, shall be confirmed in writing within two Business Days
(b) specify the Purchase Order Number;
(c) specify the type and quantity of Products ordered;
(d) unless the parties agree that the Customer may specify the date and location after placing the Order, specify the date by which the Order is to be delivered (Delivery Date), and the delivery location (Delivery Location). If the Delivery Date and/or Delivery Location are to be specified after the placing of an Order, the Customer shall give the Supplier reasonable advance notice of the relevant information; and
(e) terms pursuant to which payment shall be made by the Customer to the Supplier.
3.4 Each party shall use the relevant Purchase Order Number in all subsequent correspondence, documentation and packaging relating to the Order.
3.5 The Customer may at any time prior to despatch of the Products amend or cancel an Order by written notice to the Supplier.
Manufacture, quality and packaging
4.1 The Supplier shall manufacture, pack and supply the Products in accordance with all generally accepted industry standards and practices that are applicable.
4.2 The Products supplied to the Customer by the Supplier under this agreement shall:
(a) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer;
(b) be free from defects in design, material and workmanship and remain so for 12 months after Delivery;
(c) not infringe the Intellectual Property Rights of any third party; and
(d) comply with all applicable statutory and regulatory requirements.
4.3 The Supplier shall ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition.
4.4 The Supplier shall obtain and maintain in force all licences, permissions, authorisations, consents and permits needed to manufacture and supply the Products in accordance with the terms of this agreement.
4.5 The Supplier shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the manufacture, packing, packaging, marking, storage, handling, and delivery of the Products.
4.6 The Customer shall have the right to enter the Supplier’s premises to:
(a) inspect the manufacturing facilities and the equipment used by the Supplier in the manufacture of the Products; and
(b) inspect and take samples of the raw materials, the packaging and the Products.
4.7 Inspections carried out pursuant to clause 4.6 shall be carried out during business hours on reasonable notice to the Supplier, provided that, in the event of an emergency, the Supplier shall grant the Customer immediate access to its premises.
4.8 If following an inspection the Customer reasonably considers that the Products are not or are not likely to be as warranted under clause 4.2, the Customer shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure that the Products are or will be as warranted under clause 4.2. The Customer shall have the right to re-conduct inspections and take further samples after the Supplier has carried out its remedial actions.
4.9 Where a claim is made against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the supply or use of the Products, the Customer shall have the right to require the Supplier to disclose in writing (Disclosure):
(a) full and accurate details of the supplier or source from which it acquired the Products; or
(b) in the event that the individual supplier cannot be identified as having supplied the Products to the Supplier, full and accurate details of all suppliers who have supplied this type of Product to the Supplier within the 12 months preceding the date of the request made pursuant to this clause 4.9.
4.10 Where the Supplier is required to make a Disclosure pursuant to clause 4.9, the Supplier shall be required to:
(a) acknowledge receipt of the Disclosure request within two Business Days; and
(b) provide the Disclosure within 14 Business Days.
5.1 The Supplier shall deliver each Order to the Delivery Location by the Delivery Date. The Supplier shall not deliver an Order more than five Business Days in advance of the Delivery Date without the prior written consent of the Customer.
5.2 Delivery of an Order shall be complete on the completion of unloading of the Order at the Delivery Location.
5.3 The Supplier shall not deliver Orders by instalments except with the prior written consent of the Customer. Where Orders are to be delivered by instalments, they may be invoiced and paid for separately. References in this agreement to Orders shall, where applicable, be read as references to instalments.
5.4 If an Order is not delivered on the specified Delivery Date, then, without limiting any other right or remedy the Customer may have, the Customer may:
(a) refuse to take any subsequent attempted delivery of the Order;
(b) terminate this agreement with immediate effect;
(c) obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by the Customer in obtaining such substitute products; and
(d) claim damages for any other costs, expenses or losses resulting from the Supplier’s failure to deliver the Order on the Delivery Date, provided that the Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Customer’s failure to comply with its obligations under this agreement.
5.5 If the Customer fails to accept delivery of an Order on the specified Delivery Date, then, except where such failure or delay is caused by the Supplier’s failure to comply with its obligations under this agreement:
(a) the Order shall be deemed to have been delivered at 9.00am on the Delivery Date; and
(b) the Supplier shall store the Order until delivery takes place
5.6 Each Order shall be accompanied by a delivery note from the Supplier showing the Purchase Order Number, the date of the Order, the type and quantity of Products included in the Order and, in the case of an Order being delivered by instalments, the outstanding balance of Products remaining to be delivered.
5.7 If the Supplier requires the Customer to return any packaging materials to the Supplier, that fact must be clearly stated on the delivery note accompanying the relevant Order, and any such returns shall be at the Supplier’s expense.
Acceptance and defective products
6.1 The Customer shall not be deemed to have accepted any Products until it has had a reasonable time to inspect them following Delivery, or, in the case of a latent defect in the Products, until a reasonable time after the latent defect has become apparent.
6.2 If any Products delivered to the Customer do not comply with clause 4.2, or are otherwise not in conformity with the terms of this agreement, then, without limiting any other right or remedy that the Customer may have, the Customer may reject those Products and:
(a) require the Supplier to repair or replace the rejected Products at the Supplier’s risk and expense within five Business Days of being requested to do so; or
(b) require the Supplier to repay the price of the rejected Products in full (whether or not the Customer has previously required the Supplier to repair or replace the rejected Products); and
(c) claim damages for any other costs, expenses or losses resulting from the Supplier’s delivery of Products that are not in conformity with the terms of this agreement.
6.3 The Customer’s rights and remedies under clause 6 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into this agreement by the Sale of Goods Act 1979.
6.4 The terms of this agreement shall apply to any repaired or replacement Products supplied by the Supplier.
6.5 If the Supplier fails to promptly repair or replace rejected Products in accordance with clause 6.2(a), the Customer may, without affecting its rights under clause 6.2(c), obtain substitute products from a third party supplier, or have the rejected Products repaired by a third party, and the Supplier shall reimburse the Customer for the costs it incurs in doing so.
Title and risk
7.1 The risk in Products delivered to the Customer shall pass to the Customer on Delivery.
7.2 Title to Products delivered to the Customer shall pass to the Customer on Delivery.
Terms of payment
8.1 The Supplier shall be entitled to invoice the Customer for each Order on or at any time after Delivery. Each invoice shall quote the relevant Purchase Order Numbers.
8.2 The Customer shall pay invoices in accordance with the payment terms set out in the Order pursuant to clause 3.3(e). Payment shall be made by cheque or to the bank account nominated in writing by the Supplier.
8.3 If the Supplier fails to make any payment due to the Customer under this agreement by the due date for payment (due date), then, without limiting the Customer’s remedies under clause 14.2, the Supplier shall pay interest on the overdue amount at the rate of 4 % per annum above Bank of England’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Supplier shall pay the interest together with the overdue amount. This clause shall not apply to payments that the Supplier disputes in good faith.
8.4 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment.
8.5 Each party may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the other party against any amounts payable by it to the other party.
8.6 All payments payable to the Customer under this agreement shall become due immediately on its termination. This clause 8.6 is without prejudice to any right to claim for interest under the law or under this agreement.
Definitions: Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 13, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
9.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor.
9.3 Without prejudice to the generality of clause 9.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement.Without prejudice to the generality of clause 9.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
- process that Personal Data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that Personal Data. Where the Supplier is relying on Applicable Laws as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
- ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
- not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
i. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
ii. the data subject has enforceable rights and effective legal remedies;
iii. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
iv. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data.
- assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify the Customer without undue delay on becoming aware of a Personal Data Breach;
- at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
- maintain complete and accurate records and information to demonstrate its compliance with this clause 9 and allow for audits by the Customer or the Customer’s designated auditor and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
9.4 The Customer does not consent to the Supplier appointing any third party processor of Personal Data under this agreement without the Customer’s prior written consent. Should this be the case, the Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 9 and in either case which the Supplier undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 9.
9.5 Either party may, at any time on not less than 30 days’ notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
10.1 During this agreement and for a period of one year afterwards the Supplier shall maintain in force the following insurance policies with reputable insurance companies:
(a) public liability insurance for not less than £1,000,000.00 million per claim; and
(b) product liability insurance for not less than £1,000,000.00 million for claims arising from any single event and not less than £10,000,000.00 million in aggregate for all claims arising in an year.
10.2 On the Customer’s written request, the Supplier shall provide the Customer with copies of the insurance policy certificates and details of the cover provided and receipt for the premium.
10.3 The Supplier shall:
(a) do nothing to invalidate any insurance policy or to prejudice the Customer’s entitlement under it; and
(b) notify the Customer if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.
10.4 The Supplier’s liabilities under this agreement shall not be deemed to be released or limited by the Supplier taking out the insurance policies referred to in clause 9.1.
11.1 The Supplier shall indemnify the Customer against all liabilities, costs (including a reasonable amount towards the management time incurred by the Customer in dealing with any claim referred to in this clause 10 calculated on the basis of £80 per hour), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation, claims including (but
not limited to) any settlements of claims whether before or after the issue of proceedings), judgment sums (including but not limited to sums arising from consent orders or judgments), the full price paid for the Products which are the subject of any claim referred to in this clause 10 and, all interest,
penalties and legal and other professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with:
(a) any claim made against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the supply or use of the Products;
(b) any claim made against the Customer by a third party arising out of, or in connection with, the supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Supplier, its employees, agents or subcontractors; and
(c) any claim made against the Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Products, to the extent that the defect in the Products is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.
Assignment and subcontracting
Neither party may assign or transfer or subcontract any of its rights, benefits or obligations under this agreement without the prior written consent of the other party.
Commencement and term
This agreement shall commence on the Commencement Date and shall remain in effect until terminated in accordance with clause 14.
14.1 The Customer may at any time terminate this agreement by giving the Supplier not less than one months’ notice in writing.
14.2 A party shall be entitled to terminate this agreement with immediate effect by giving notice in writing to the other party if:
(a) the other party fails to pay any undisputed amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
(b) the other party commits a material breach of its obligations under this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after receipt of notice in writing requiring it to do so; or
(c) the other party commits a series of persistent minor breaches which, when taken together, amount to a material breach; or
(d) the other party 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
(e) the other party 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 for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connec- tion with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction
of that other party; or
(g) a creditor or encumbrance of the other party 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; or
(h) 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 other party; or
(i) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
(j) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 14.2(a) to clause 14.2(g) (inclusive); or
(l) the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or
(m) there is a change of control of the Supplier (within the meaning of section 840 of the Income and Corporation Taxes Act 1988); or
(n) any Force Majeure Event prevents the other party from performing its obligations under this agreement for any continuous period of three months.
14.3 A breach of any of clauses 4, 5 and 9 shall be a material breach of obligations for the purposes of this clause.
14.4 Termination of this agreement shall not prejudice any of the parties’ rights and remedies which have accrued as at termination.
Survival of obligations
On termination of this agreement the following clauses shall survive and continue in full force and effect:
(a) clause 9;
(b) clause 10; and
(c) clause 24.
16.1 Neither party (or any person acting on its behalf) shall have any liability or responsibility for failure to fulfil any obligation under this agreement so long as, and to the extent to which, the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event.
16.2 A party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of a Force Majeure Event:
(a) notify the other party of the nature and extent of such Force Majeure Event; and
(b) use all reasonable endeavours to remove any such causes and resume performance under this agreement as soon as feasible.
16.3 For the purposes of this clause 15, a Force Majeure Event means an event beyond the control of a party (or any person acting on its behalf), which by its nature could not have been foreseen by such party (or such person), or, if it could have been foreseen, was unavoidable, and includes acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil
or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources.
Save as otherwise provided in this agreement, each party shall pay its own costs in connection with the negotiation, preparation, execution and performance of this agreement, and all documents ancillary to it.
18.1 If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
Each party shall (at its own expense) promptly execute and deliver all such documents, and do all such things, or procure the execution and delivery of all documents and doing of all such things as are required to give full effect to this agreement and the transactions contemplated by it.
Variation and waiver
20.1 Any variation of this agreement shall be in writing and signed by or on behalf of the parties.
20.2 Any waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
20.3 No failure to exercise or delay in exercising any right or remedy provided under this agreement or by law constitutes a waiver of such right or remedy, nor shall it prevent or restrict any future exercise or enforcement of such right or remedy.
20.4 No single or partial exercise of any right or remedy under this agreement shall prevent or restrict the further exercise of that or any other right or remedy.
21.1 This agreement constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement.
21.2 Each party acknowledges that, in entering into this agreement, it has not relied on any state- ment, representation, assurance or warranty (whether made negligently or innocently) other than those expressly set out in this agreement. Each party agrees that all liability for and remedies in respect of any representations are excluded except as expressly provided in this agreement.
21.3 Nothing in this clause shall limit or exclude any liability for fraud.
Rights of third parties
No term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement.
24.1 The supplier will exercise adequate control over the information security policies and procedures used within sub-contractors who play a part in the supply chain of delivery of goods or services to Genuine Solutions Group.
24.2 Genuine Solutions Group retain the right to audit the information security practices of the supplier and, where appropriate, sub-contractors.
Governing law and jurisdiction
25.1 This agreement 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.
25.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).