Conditions of Purchase of Goods and/or Services

Conditions of Purchase of Goods and/or Services

1. Definitions

“Agreement” means a written agreement between LifeSafe Technologies and the Supplier for the supply of Goods and/or Services;
“Associated Company” means a company or other entity which is a holding company or a subsidiary, or a subsidiary of any such holding company;
“Conditions” means these conditions of purchase as amended from time to time;
“Contract” means the contract between LifeSafe Technologies and the Supplier consisting of (i) an Agreement and/or (ii) an Order and (iii) these Conditions. Should there be any inconsistency between the documents comprising the Contract, these Conditions shall have precedence unless otherwise stated in the Agreement or Order;
“Delivery Date” means the date or dates specified in the Agreement or Order for the delivery of the Goods or the Supply of the Services.
“Goods” means all the goods (or any part of them) and materials to be supplied by the Supplier;
“Order” means a purchase order placed by LifeSafe Technologies for the supply of the Goods and/or Services and signed by a duly authorised representative of LifeSafe Technologies together with any Specifications and any amendments thereto communicated by LifeSafe Technologies to the Supplier;
“Personal Data” means the definition of personal data as set out in the General Data Protection Regulation (the “GDPR”), as amended from time to time, and any other relevant data protection legislation;
“Services” means the services to be supplied by the Supplier;
“Specifications” means the technical description (if any) of the Goods and/or Services contained or referred to in the Agreement or Order; and
“Supplier” means the person, firm or company to whom the Agreement or Order is addressed.

 

2. Contract
2.1. No Contract (whether express or implied) shall come into force unless either (i) an Agreement is in place or (ii) LifeSafe Technologies has received the Supplier’s acceptance of the Order within five (5) working days of the date shown on the face of the Order. The Order shall be withdrawn if not accepted under this clause 2 within thirty (30) days of the date of the Order or earlier if notified by LifeSafe Technologies.
2.2. Neither LifeSafe Technologies nor the Supplier shall be bound by any variation or waiver of, or addition to, these Conditions or Contract unless the authorised representatives of LifeSafe Technologies and the Supplier have agreed such variation, waiver or addition in writing.
2.3. All the Goods and Services shall be supplied subject to these Conditions which, unless otherwise agreed in writing, shall override any other terms or conditions submitted by the Supplier.

3. Title
3.1. The Supplier warrants that it has the right to and shall sell the Goods (which shall remain the absolute property of the Supplier until property therein passes to LifeSafe Technologies) with full title guarantee free of any charge, lien or other encumbrance and LifeSafe Technologies shall enjoy quiet enjoyment of the Goods.
3.2. The Supplier warrants and represents that it has obtained and shall make available to LifeSafe Technologies all licences clearances, consents and authorisations necessary for the provision of the Services to LifeSafe Technologies and the purchase of the Goods by LifeSafe Technologies and their use for all purposes for which the Supplier is or ought reasonably to be aware that they are required by LifeSafe Technologies.

4. Price
4.1. The price stated in the Contract is a fixed price and shall not be varied for any reason whatsoever unless expressly agreed in writing by a duly authorised representative of LifeSafe Technologies. If no price is stated in the Contract the price shall be the Supplier’s list price less the highest discount which it offers to any buyer at that time. Unless otherwise stated in the Contract, the price is inclusive of:
4.1.1. any applicable value added tax (VAT);
4.1.2. all charges for packaging, packing, carriage, insurance and deliveries of the Goods and any duties, imposts or levies other than value added tax;
4.1.3. all royalties, licence fees and other expenses arising from the use of any intellectual property which is required to be used by LifeSafe Technologies under the Contract;
4.1.4. all goods, materials, plant, equipment, tools, transport and other items or services necessary to enable the Supplier to provide the Goods and/or Services;
4.2. LifeSafe Technologies shall be entitled to deduct from any monies due or becoming due to the Supplier any monies claimed by LifeSafe Technologies against the Supplier, whether under the Contract or otherwise.

5. Payment
5.1. Unless otherwise agreed in writing, payment of the price stated in the Contract shall be due to the Supplier thirty (30) days net from delivery to LifeSafe Technologies or at any location specified by LifeSafe Technologies.
5.2. The relevant invoice shall be correctly drawn and quote LifeSafe Technologies’ Order number.
5.3. LifeSafe Technologies shall be entitled to set-off against payment of the price stated in the Contract any sum owed to LifeSafe Technologies by the Supplier, whether under the Contract or otherwise.
5.4. Value added tax (if applicable) shall be shown separately on all invoices as a net extra charge.
5.5. Time of payment by LifeSafe Technologies is not of the essence to the Contract.

6. Quality and Description
6.1. The Supplier warrants that all reasonable skill and care has been or will be used in manufacturing the Goods or in performing the Services and that the Goods shall (unless otherwise agreed in writing):
6.1.1. be free from defects in materials and workmanship;
6.1.2. strictly conform to the Specifications;
6.1.3. be capable of achieving the standard of performance specified in the Contract or otherwise notified to the Supplier by LifeSafe Technologies;
6.1.4. be in every way fit for the purpose for which LifeSafe Technologies has expressly or by implication made known to the Supplier or where LifeSafe Technologies does not make any purpose known to the Supplier for the purpose for which the Goods and/or Services are normally used;
6.1.5. be manufactured and produced using the directions and techniques prescribed by LifeSafe Technologies and shall use production equipment, methods and quality assurance procedures that meet LifeSafe Technologies’ requirements;
6.2. The Supplier shall:
6.2.1. where the Goods are to be provided and/or the Services are to be performed at LifeSafe Technologies’ premises, observe and conform to and use its best endeavours to ensure that their servants, agents and workmen and others visiting LifeSafe Technologies’ premises in connection with the supply of the Goods and/or Services observe and conform to such rules and regulations as LifeSafe Technologies may from time to time make for the orderly management of LifeSafe Technologies’ premises and in the interests of safety and security; and
6.2.2. ensure that any Goods and/or Services are provided in accordance with the standards of performance, quality and description as stated in the Contract or otherwise notified to the Supplier by LifeSafe Technologies.
6.2.3. The Supplier shall give LifeSafe Technologies reasonable prior written notice if any of the Goods present a hazard to the health and safety of persons or property and shall mark the Goods with the relevant international danger symbols and ensure that all such Goods include a description of the material in English providing full details of all precautions to be taken by LifeSafe Technologies on the delivery of the Goods and their subsequent use, storage or handling.
6.2.4. The obligations under the Contract apply whether or not the Goods and/or Services are bought by description or the Supplier deals in Goods of the same description, or are specified under a patent or trade mark, or LifeSafe Technologies has examined them or a sample.
6.2.5. Unless otherwise expressly stated in the Specifications, the Supplier shall provide all plant and equipment necessary to enable it to perform the Services.
6.2.6. If the performance of any Services pursuant to a Contract requires use of LifeSafe Technologies’ equipment, LifeSafe Technologies shall ensure that the Supplier’s personnel are given such access to the equipment as is reasonably necessary to facilitate the performance of the Services.
6.2.7. The Supplier shall keep safe and secure and shall take all reasonable care of any equipment belonging to LifeSafe Technologies while in the possession or control of the Supplier.
6.2.8. The Supplier shall, in the course of performance of the Services, take all reasonable precautions to safeguard the health and safety of LifeSafe Technologies’ personnel whilst working with equipment which belongs to LifeSafe Technologies or is located in LifeSafe Technologies’ premises.
6.2.9. Where the provision of the Services involves works being carried on LifeSafe Technologies’ premises or sites, the Supplier and its employees, sub-contractors and agents working on or about LifeSafe Technologies’ premises or sites are obliged to observe all relevant statutory rules and regulations. All personnel working within LifeSafe Technologies’ premises or sites must report to LifeSafe Technologies’ designated representative before commencing such work. LifeSafe Technologies shall allow the Supplier’s authorised personnel access to its authorised personnel and its premises subject to reasonable advance notice from the Supplier and the Supplier complying with all reasonable instructions of LifeSafe Technologies notified to the Supplier, including without limitation instructions relating to confidentiality and health and safety.
6.2.10. The Parties in performing obligations under any Contract shall procure that each member of its Group comply with all the applicable laws, statutes, regulations and codes from time to time in force.
6.2.11. The Supplier shall make all efforts to ensure that any labour used to manufacture the Goods or to supply any Services is undertaken under reasonable conditions and does not exploit child labour in a manner inconsistent with good practice.

7. Inspection and Testing
7.1. LifeSafe Technologies or any third party appointed by LifeSafe Technologies shall have the right at all reasonable times to inspect the Goods and supervise the Services, the Supplier’s quality assurance procedures and any work in progress at the premises of the Supplier or any sub-contractor of the Supplier. No such inspection nor any failure to reject the Goods pursuant to clause 12 shall constitute acceptance of the Goods and/or Services. Before dispatching the Goods, the Supplier shall carefully inspect and test them to ensure that they comply in every aspect with the requirements of clause 6 hereof and shall supply LifeSafe Technologies with the results of such inspection and testing. The Supplier shall, if requested by LifeSafe Technologies, give LifeSafe Technologies reasonable notice of such tests and LifeSafe Technologies shall be entitled to be present or represented during such testing. Any such inspection or supervision shall not relieve the Supplier of any obligation, responsibility or liability under the Contract or otherwise.

8. Quality Management
8.1. The Goods and/or Services shall conform to any LifeSafe Technologies quality or other standards. In addition the Supplier shall adhere to the directions and techniques prescribed by LifeSafe Technologies and shall use production equipment as well as quality assurance equipment which meets the requirements of LifeSafe Technologies.
8.2. The Supplier shall ensure that the Goods and/or Services comply with all relevant European standards for Conformity of Production and that all necessary certifications, procedures and quality management procedures are implemented in order to comply with any such standards or any other requirements of LifeSafe Technologies.
8.3. The Supplier shall operate a quality department furnished with appropriate personnel, testing and measuring equipment and shall submit to LifeSafe Technologies such information and quality reports as requested by LifeSafe Technologies.
8.4. LifeSafe Technologies shall have the right to audit the quality management system of the Supplier and shall have reasonable access to the Suppliers premises to carry out such audit. The Supplier shall, within the period set by LifeSafe Technologies comply with the quality recommendations made following any audit as set out herein.

9. Passing of Risk and Title
9.1. Risk and title in the Goods shall pass to LifeSafe Technologies upon their safe delivery to, and completion of off-loading at LifeSafe Technologies’ premises unless payment for the Goods is made prior to delivery when title shall pass to LifeSafe Technologies once payment has been made and the Goods have been appropriated to the Contract. The passing of risk and title in the Goods shall be without prejudice to any right of rejection which may accrue to LifeSafe Technologies (whether under these Conditions or otherwise howsoever).
9.2. The Goods shall remain at the Supplier’s risk (including without limitation, the risk of deterioration in transit) until safe delivery to and completion of off-loading at LifeSafe Technologies’ premises. The Supplier shall keep Goods insured until risk passes to LifeSafe Technologies and shall retain the insurance and any proceeds thereof with all its rights against any carrier of Goods, on trust for LifeSafe Technologies until the Supplier had fulfilled all its obligations under the Contract to LifeSafe Technologies’ satisfaction.

10. Packaging and Damage or Loss in Transit
10.1. The Goods shall be packaged in a manner consistent with good trade practice and in compliance with all UK and international agreements relating to the packaging and carriage of goods including those relating to hazardous goods.
10.2. The Supplier will repair or replace, free of charge, any Goods damaged or lost in transit provided that LifeSafe Technologies gives the Supplier written notification of such damage or shortages within a reasonable time.
10.3. LifeSafe Technologies shall not be obliged to return to the Supplier any packaging or packing materials for the Goods whether or not any Goods are accepted by LifeSafe Technologies.

11. Delivery
11.1. Time is of the essence of the Contract.
11.2. The Supplier shall deliver the Goods or provide the Services at any location specified by LifeSafe Technologies.
11.3. If for any reason (including circumstances beyond the control of the Supplier) the Goods and/or the Services or any portion thereof are not supplied or completed on the Delivery Date (or any other date agreed in writing between LifeSafe Technologies and the Supplier) LifeSafe Technologies shall be entitled to terminate the Contract in respect of the Goods and/or Services not supplied or uncompleted as by the Delivery Date (or amended date agreed by the parties. LifeSafe Technologies shall also be entitled to terminate the Contract in respect of any Goods and/or Services already supplied under the Contract which cannot be effectively and commercially used by reason of the failure so to supply or complete in accordance with the Contract and, on such termination, LifeSafe Technologies shall be entitled to return to the Supplier at the Supplier’s risk and expense any of the Goods already delivered but which cannot be effectively and commercially used as aforesaid and to recover from the Supplier any monies paid by LifeSafe Technologies in respect of Services partly performed;
11.4. Following termination of the Contract by LifeSafe Technologies for late delivery pursuant to clause 11.3, LifeSafe Technologies shall be entitled to recover from the Supplier any additional expenditure reasonably incurred by LifeSafe Technologies in obtaining other Goods and/or Services in replacement, together with any losses, damages (including payments in respect of economic or consequential loss or a loss of profit) costs or expenses incurred by LifeSafe Technologies arising from the late supply of the Goods and/or Services.
11.5. The Supplier shall be responsible for obtaining and maintaining at its own expense any necessary import or export licence, customs clearance, exchange control, consents or other authorisations and permits whatsoever which are required for the delivery of the Goods and/or Services.
11.6. The Supplier shall at once give notice to LifeSafe Technologies of any likely delay in delivery of which it becomes aware and shall provide LifeSafe Technologies with prompt and reasonable notice of the next possible delivery date.
11.7. In the case of a Contract for Goods and/or Services by instalments over a period, deliveries, provisions and the corresponding payment obligations may be suspended on the giving of reasonable notice by LifeSafe Technologies for any period during which LifeSafe Technologies, for whatever reason, is unable to use the Goods and/or Services for the purpose for which they are required. Deliveries or provision of Goods and/or Services and the corresponding payment obligations still suspended shall be resumed otherwise in accordance with the Contract on LifeSafe Technologies giving reasonable notice to this effect.
11.8. All shipments of Goods will be accompanied by a dispatch note bearing the number of LifeSafe Technologies’ Order, part numbers, quantities delivered and a statement as to whether the delivery is partial or complete. If the delivery is partial the dispatch note will list the remaining items and their expected delivery date.

12. Rejection
12.1. LifeSafe Technologies may by notice to the Supplier reject the Goods and/or Services or any part thereof if the Supplier fails to comply with its obligations under the Contract. Failure to inspect the Goods by LifeSafe Technologies shall not affect LifeSafe Technologies’ rights to reject any Goods and/or Services which are subject to defects, including hidden defects or any claim for breach of contract. When giving notice of rejection LifeSafe Technologies shall specify the reasons thereof and shall thereafter return any rejected Goods to the Supplier at the Supplier’s own risk and cost. The Supplier will also reimburse LifeSafe Technologies for the cost of any storage or other expenses incurred by LifeSafe Technologies.
12.2. Following rejection in accordance with this clause 12, the Supplier shall be responsible for:
12.2.1. replacing the rejected Goods and/or Services within a reasonable time (not exceeding thirty (30) days) having first submitted such replacement Goods and/or Services to the inspection and testing procedures set out in clause 7 above;
12.2.2. repayment to LifeSafe Technologies of all monies paid and compensation for all losses or any expenses whatsoever incurred by LifeSafe Technologies arising from any delays following the rejection and in the period to LifeSafe Technologies obtaining satisfactory replacements;
12.2.3. repayment to LifeSafe Technologies of all monies paid to the Supplier in respect of any rejected Goods and/or Services not replaced or re-performed (as the case may be) within a reasonable time by the Supplier;
12.2.4. repayment to LifeSafe Technologies of any additional expenditure over and above the price specified in the Contract which is reasonably incurred by LifeSafe Technologies in obtaining other Goods and/or Services in place of the rejected Goods and/or Services and compensation for all losses and expenses whatsoever incurred by LifeSafe Technologies arising from the delay in obtaining replacements.
12.2.5. Any rejection by LifeSafe Technologies or any acceptance of credit reimbursement or replacement by LifeSafe Technologies shall be without prejudice to LifeSafe Technologies’ other rights (if any) in respect of the defect or other failure to comply with the requirements of the Contract.
12.2.6. The Supplier shall at its own cost destroy any Goods that are rejected by LifeSafe Technologies or that are scrapped by the Supplier’s own quality control procedures and the Supplier shall not distribute any such items to any third party whatsoever.

13. Continuing Guarantee
13.1. In the event that any of the Goods and/or Services supplied under the Contract are defective, deficient or otherwise fail to comply with the terms of the Contract and such defect, deficiency or failure is notified to the Supplier within sixty (60) months (or such other period as may be agreed in writing between the parties) of the date when the Goods were put into service by LifeSafe Technologies or its customer or the Services were completed, then the Supplier shall (at the option of LifeSafe Technologies) either repair or replace the relevant Goods or re-perform the relevant Services, in each case without charge.
13.2. The warranty set out in clause 13.1 shall also extend to any replacement Goods and/or Services for a period ending sixty (60) months after the date of such replacement or re-performance.

14. Intellectual Property Rights
14.1. The Supplier will indemnify LifeSafe Technologies, LifeSafe Technologies’ associated companies, their employees and agents against any claim or infringement of any patent, registered design, unregistered design right, trade mark, copyright, right of confidence or any other intellectual property right, whether foreign or domestic, by the use or resale of any Goods and/or Services or article or material or any part thereof supplied by the Supplier to LifeSafe Technologies and against all costs and damages (including legal costs) which LifeSafe Technologies may incur in any action for such infringement or for which LifeSafe Technologies may become liable in any such action.
14.2. LifeSafe Technologies shall be entitled to reject the Goods and/or the Services or any part thereof in the event that the use or sale infringes any patent, copyright, registered design, trade mark, trade name or any other third party right.
14.3. The Contract is for the outright purchase of the Goods and/or Services by LifeSafe Technologies from the Supplier, where such Goods and/or Services are designed, made or performed specifically for LifeSafe Technologies, all intellectual property rights therein (including, without limitation, all rights in equipment, designs, patterns, moulds, tooling, drawings, photographs and the like prepared or constructed by the Supplier and paid for by LifeSafe Technologies) shall pass to LifeSafe Technologies upon acceptance of the Goods and/or Services or upon termination of the Contract, including the right on the part of LifeSafe Technologies to protect the same patent, design right, trademark, copyright or other form of intellectual property.
14.4. The Supplier hereby grants LifeSafe Technologies a royalty-free non-exclusive world-wide licence to use all patents, registered design, unregistered design rights, trademarks, copyright, right of confidence or any other intellectual property rights whether foreign or domestic in the Goods and/or Services as well as the right to grant any such sub-licence to any third party.
14.5. The Supplier shall inform LifeSafe Technologies as soon as it is aware of any potential claim, action, issue, proceedings or demand made in respect of any patent or other right as mentioned in this clause 14 that relates to the Goods and/or Services and shall provide LifeSafe Technologies with all assistance reasonably requested in resisting any such claim or other action.

15. Assignment and Sub-Contracting
15.1. The Supplier shall not, without the prior consent in writing of LifeSafe Technologies (which may be withheld in its absolute discretion), assign, sub-contract or transfer any of its rights or obligations under the Contract to any other person. In the event that LifeSafe Technologies gives such consent, the Supplier shall nevertheless remain fully responsible for the acts and defaults of such assignee or sub-contractor and shall supply LifeSafe Technologies on its request with a copy of the relevant assignment or sub-contract.

16. Confidentiality / Publicity
16.1. Any information supplied by LifeSafe Technologies to the Supplier in connection with the Goods and/or Services hereunder or LifeSafe Technologies’ business or the business of any LifeSafe Technologies Associated Company shall be treated as confidential information and shall not be disclosed to any third party or used by the Supplier except in accordance with the terms of the Contract or with LifeSafe Technologies’ express written agreement.
16.2. The Supplier will not and will procure that no person that directly or indirectly supplies the Supplier will, without first obtaining the written consent of LifeSafe Technologies (which may be withheld in its absolute discretion), in any way whatsoever advertise or publish the fact that the Supplier has contracted to supply to LifeSafe Technologies the Goods and/or Services or otherwise publish any material using LifeSafe Technologies or any Associated Company’s name, or the name and/or image of any car, driver, premises or employee of LifeSafe Technologies or any Associated Company.
16.3. The Supplier expressly acknowledges that breach of this clause 16 may result in injury or loss to LifeSafe Technologies which may be difficult to assess and the Supplier accordingly consents (to the extent permitted by law) to the entry of injunctive or other equitable relief against it to restrain such breach.
16.4. The Supplier shall not use the trade name, logo, names, livery or other indicia belonging to LifeSafe Technologies or any Associated Company or the image or likeness of any of LifeSafe Technologies or any Associated Company’s products, drivers or personnel in any form whatsoever without LifeSafe Technologies’ prior written agreement.
16.5. The Supplier shall keep all confidential information secure and protected against theft, damage, loss or unauthorised access and shall return all such information to LifeSafe Technologies at LifeSafe Technologies’ request.

17. Indemnities
The Supplier shall indemnify and keep LifeSafe Technologies fully and effectually indemnified against:
17.1. All actions costs, claims, losses, damages, expenses and liabilities of whatever kind against, or incurred by LifeSafe Technologies or its property or to or by or at the instance of any third parties or their property (save only to the extent that such actions, costs, claims, losses, damages, expenses and liabilities shall be caused by the negligent act or omission of LifeSafe Technologies) arising directly or indirectly by reason of:
17.1.1. any breach or failure in due or proper implementation by the Supplier of the provisions of the Contract; and
17.1.2. (without prejudice to the generality of the foregoing) the act, default or omission of the Supplier, its servants, sub-contractors or agents or by faulty design, workmanship or materials;
17.1.3. all costs and expenses incurred by LifeSafe Technologies in doing anything or carrying out any works or operations in order to minimise or avoid any such actions, costs, claims, losses, damages, expenses and liabilities as aforesaid which may from time to time occur or which LifeSafe Technologies may from time to time anticipate to be likely to occur including any product recall.
17.1.4. the Supplier shall provide to LifeSafe Technologies and its insurers such assistance in connection with any such actions or claims as LifeSafe Technologies shall require.

18. Insurance
Without prejudice to the Supplier’s liability to indemnify LifeSafe Technologies under clause 18, the Supplier shall:
18.1. in the joint names of the Supplier and LifeSafe Technologies, insure and keep effectually insured until the date on which the Services have been fully performed by the Supplier, all equipment and unfixed materials (if any) as may for the time being be upon LifeSafe Technologies’ premises against loss, damage or destruction by all risks capable of being covered for the full replacement value thereof. All monies received under such insurance shall be applied in or towards the replacement and repair of such equipment and unfixed materials lost, damaged or destroyed as a result of such insured risks or any of them. The Supplier shall ensure that all insurance effected in compliance with this clause 18 shall not be subject to an excess or deductible amount exceeding five thousand pounds sterling and the Supplier shall be responsible for the payment of any such excess or deductible amount to LifeSafe Technologies.
18.2. maintain in the joint names of the Supplier and LifeSafe Technologies such insurances as are necessary to cover the liability of the Supplier and his employees, sub-contractors or agents in respect of personal injury or death arising out of or in the course of or caused by the provision of the Goods and/or Services by the Supplier not due to any act or omission of LifeSafe Technologies or of any person for whom LifeSafe Technologies is responsible and in respect of injury or damage to property, real or personal, or financial loss (including business interruption) arising out of or in the course of or by means of the provision of the Goods and/or Services by the Supplier and caused by any negligence, omission or default on the part of the Supplier or its employees, sub-contractors or agents. Such insurance shall not be subject to an excess or deductible amount exceeding five thousand pounds sterling and the Supplier shall be responsible for the payment of any such excess or deductible amount to LifeSafe Technologies.
18.3. maintain such insurances as are necessary to cover the liability of the Supplier in respect of personal injury to or the death of any person under a contract or service or apprenticeship with the Supplier arising out of or in the course of or caused by the provision of the Goods and/or Services by the Supplier not due to any act or neglect of LifeSafe Technologies or any person for whom LifeSafe Technologies is responsible.
18.4. As and when it is reasonably required so to do by LifeSafe Technologies, the Supplier shall produce to LifeSafe Technologies the policies of insurance required by clause 18.1 and documentary evidence that the premiums payable thereunder have been paid when due and that such polices are still in force.
18.5. All insurance maintained by the Supplier pursuant to this clause 18 shall be, and shall state that it is primary with respect to any insurance maintained by LifeSafe Technologies.
18.6. Without prejudice to clause 18 the Supplier shall provide LifeSafe Technologies with at least thirty (30) days written notice of any relevant policy cancellation or non-renewal.

19. Supply of Services Plant and Equipment
19.1. Unless otherwise expressly stated in the Contract the Supplier shall provide all plant and equipment necessary to enable it to supply the Goods and/or perform the Services.
19.2. The Supplier will be solely responsible for the safe and secure storage of its plant equipment and materials on the site and LifeSafe Technologies shall have no liability for any damage to or loss of such plant, equipment or materials.
19.3. Where any Contract involves works being carried on LifeSafe Technologies’ premises or sites, the Supplier and its employees, sub-contractors and agents working on or about LifeSafe Technologies’ premises or sites are obliged to observe all relevant statutory rules and regulations. All personnel working within LifeSafe Technologies’ premises or sites must report to LifeSafe Technologies’ designated representative before commencing such work.

20. Termination
20.1. LifeSafe Technologies shall be entitled to cancel the Contract in respect of all or part only of the Goods and/or the Services by giving notice to the Supplier at any time prior to delivery or performance, in which event LifeSafe Technologies’ sole liability shall be to pay to the Supplier the price for the Goods and/or Services delivered or performed in accordance with the Contract prior to the date of termination, less the Suppliers net saving of cost arising from cancellation.
20.2. LifeSafe Technologies shall be entitled to terminate the Contract without liability to the Supplier by giving notice to the Supplier at any time if:
20.2.1. the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction);
20.2.2. 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 any of its creditors other than (being 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;
20.2.3. 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;
20.2.4. 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);
20.2.5. the holder of a qualifying floating charge over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver;
20.2.6. a person becomes entitled to appoint a receiver over all or any of the assets of the Supplier or a receiver is appointed over all or any of the assets of the Supplier;
20.2.7. 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 clause 20.2.1 to clause 20.2.6 (inclusive); or
20.2.7.1. the Supplier ceases, or threatens to cease, to carry on business;
20.2.7.2. LifeSafe Technologies reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly;
20.2.7.3. the Supplier commits a material breach of the Contract which is not remediable or, if remediable, is not remedied within seven (7) days of the Supplier’s receipt of LifeSafe Technologies notice so to do.

21. Data Protection
21.1. To the extent that the Supplier’s performance of its obligations and/or exercise of its rights under this Contract involve the processing of any Personal Data (as defined in the GDPR) in respect of which LifeSafe Technologies (or any of its Associated Companies) is the Data Controller (as defined in the GDPR), both parties agree to comply with all applicable requirements of the GDPR and the terms set out in this Clause 21.1. For the avoidance of doubt, this Clause 21 is in addition to, and does not relieve, remove or replace, a party’s obligations under the GDPR.
21.2. Without prejudice to the generality of Clause 21.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract:
21.2.1. process that Personal Data only for the purposes necessary for the performance of the Services and always in accordance with the prior written instructions of LifeSafe Technologies;
21.2.2. ensure that it has in place all appropriate technical and organisational measures, reviewed and approved in advance by LifeSafe Technologies, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
21.2.3. ensure that all Supplier’s personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
21.2.4. provide to LifeSafe Technologies a copy of all Personal Data held by it in the format and on the media reasonably requested by LifeSafe Technologies;
21.2.5. not transfer any Personal Data outside of the European Economic Area, unless the prior written consent of LifeSafe Technologies has been obtained;
21.2.6. assist LifeSafe Technologies promptly, at LifeSafe Technologies’ cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the GDPR;
21.2.7. notify LifeSafe Technologies immediately, but in any event no later than twenty-four (24) hours from the date of becoming aware of a Personal Data breach;
21.2.8. at the written direction of LifeSafe Technologies, delete or return Personal Data and copies thereof to LifeSafe Technologies on termination of the provision of the Goods and/or Services; and
21.2.9. maintain complete and accurate records and information to demonstrate its compliance with this Clause 21.2, and where reasonably required by LifeSafe Technologies all for audits by LifeSafe Technologies or LifeSafe Technologies’ designated auditors.

22. Miscellaneous Provisions
22.1. Neither LifeSafe Technologies nor the Supplier shall be bound by any variation or waiver of, or addition to, these Conditions or Contract unless the authorised representatives of LifeSafe Technologies and the Supplier have agreed such variation, waiver or addition in writing;
22.2. All the Goods and Services shall be supplied subject to these Conditions which shall override any other terms or conditions submitted by the Supplier. The Contract constitutes the entire agreement and understanding between LifeSafe Technologies and the Supplier in respect of the Goods and/or Services to the exclusion of all other terms and conditions and supersedes all prior representations, understandings, arrangements and agreements between them relating to such subject matter (whether oral or in writing).
22.3. If any provision (or part thereof) of these Conditions shall be found to be invalid, ineffective, or unenforceable, the invalidity, ineffectiveness or unenforceability of such provision (or part thereof) shall not affect any provision (or the remainder of the provision of which such invalid, ineffective, or unenforceable part forms part).
22.4. LifeSafe Technologies’ remedies as defined in these Conditions shall be without prejudice to any other rights, either at common law or under statute, which LifeSafe Technologies may have against the Supplier. No relaxation, forbearance or delay by LifeSafe Technologies in enforcing any of the terms and conditions herein shall prejudice, affect or restrict the rights of LifeSafe Technologies hereunder, nor shall any waiver by LifeSafe Technologies of any breach operate as a waiver of any subsequent or continuing breach thereof.
22.5. The headings in these Conditions are for convenience only and shall not affect the interpretation thereof.
22.6. The Contract and all non-contractual obligations arising from or connected with the Contract shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.