The following terms and conditions supersede any terms and conditions imposed by the buyer and may not be varied except by written consent of one of the partners of Venta, hereafter known as the company. By placing an order, the buyer is deemed to have read, understood and accepted these terms and conditions
Definitions & Interpretation
Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
Bribery Laws means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;
Business Day means a day other than a Saturday, Sunday or bank or public holiday;
Buyer means any person or legal entity purchasing Goods from Venta under these terms and conditions;
Conditions means Venta’s terms and conditions of sale as set out in this document;
Contract means these terms and condition and the Order Confirmation;
Confidential Information means any information that would be regarded as confidential by a reasonable business person including, but not limited to, commercial, financial or technical information, information relating to the Goods, Specifications, plans, intentions, suppliers, customers, market opportunities, know-how, designs, software or trade secrets which is obviously confidential or has been identified as such, or which is developed or derived by a party in performing its obligations under, or otherwise pursuant to the Contract;
Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of Venta;
Data Protection Laws means, as binding on either party or the Services: (a) the GDPR; (b) the Data Protection Act 2018; (c) any laws which implement any such laws; and (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Subject shall have the meaning in applicable Data Protection Laws from time to time;
Deliverables means the Goods or Services or both as the case may be;
Force Majeure means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving Venta’s or its suppliers’ workforce, but excluding the buyer’s inability to pay or circumstances resulting in the Buyer’s inability to pay;
GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679;
Goods means the goods Venta provides to the Buyer under these terms;
Intellectual Property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case: (a) whether registered or not, (b) including any applications to protect or register such rights, (c)including all renewals and extensions of such rights or applications, (d) whether vested, contingent or future, (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing;
International Organisation has the meaning given in the applicable Data Protection Laws from time to time;
Location means the address for delivery of the Goods as set out in the Order;
Modern Slavery Policy means Venta’s anti-slavery and human trafficking policy in force and notified to the Buyer from time to time;
MSA Offence has the meaning given in clause 11.1.1;
Order means the Buyer’s order for the Deliverables in substantially the same form as set out in the Buyer’s order form;
Order Confirmation means the form sent by Venta to the Buyer confirming the Buyer’s order;
Personal Data has the meaning given in the applicable Data Protection Laws from time to time;
Personal Data Breach has the meaning given in the applicable Data Protection Laws from time to time;
Price means the price quoted by Venta to the Buyer, exclusive of delivery costs and VAT as more specifically set out in clause 2;
Processing has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processed, and processes shall be construed accordingly);
Processor has the meaning given to it in applicable Data Protection Laws from time to time;
Protected Data means Personal Data received from or on behalf of the Buyer in connection with the performance of Venta’s obligations under the Contract;
Services means the services set out in the Order or understood by the parties to be included in the Services and to be supplied by Venta to the Buyer;
Specification means the specification supplied by the Buyer to Venta for Venta to manufacture in accordance with it;
Sub-Processor means any agent, subcontractor or other third party (excluding its employees) engaged by Venta for carrying out any processing activities on behalf of the Buyer in respect of the Protected Data;
VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Deliverables;
Venta means Venta Global Limited, a company incorporated and registered in England and Wales (registered number 08771117) whose registered office is at West Hill Road North, South Wonston, Winchester, Hampshire, SO21 3HN;
Venta Personnel means all employees, officers, staff, other workers, agents and consultants of Venta and any of its sub-contractors who are engaged in the performance of the Services, from time to time; and
1.1 These terms and conditions apply to the purchase of any Goods from Venta by the Buyer. These terms and conditions supersede any previously issued terms and conditions of purchase or supply and any terms and conditions that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.2 No terms or conditions endorsed on, delivered with, or contained in the Buyers’s purchase conditions, Order, Order Confirmation, Specification or other document shall form part of the Contract except to the extent that the directors of Venta otherwise agree in writing.
1.3 Each Order by the Buyer to Venta shall be an offer to purchase the Deliverables subject to these
1.4 An Order may be withdrawn or amended by the Buyer at any time before acceptance by Venta. In placing an order the Buyer accepts these Conditions, and these Conditions and the Order Confirmation comprise the entire agreement between the Buyer and Venta.
1.5 The offer constituted by an Order shall remain in effect and capable of being accepted by Venta until withdrawn by the Buyer giving notice to Venta after the expiry of  Business Days from the date on which the Buyer submitted the Order.
1.6 Venta may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:
(a) Venta’s written acceptance of the Order; or
(b) Venta delivering or performing the Deliverables or notifying the Buyer that they are ready to be delivered or performed (as the case may be).
1.7 Rejection by Venta of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Buyer.
1.8 Venta may issue quotations to the Buyer from time to time. Quotations are invitations to treat only. They are not an offer to supply Deliverables and are incapable of being accepted by the Buyer.
1.9 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.
2 PRICE AND PAYMENT
2.1 The price for the Deliverables shall be as set out in the Order Confirmation or, in default of such provision, shall be calculated in accordance with Venta’s scale of charges as advised by Venta and received and acknowledged by the Buyer before the date the Order is made (Price). The Prices are subject to change at any time until the Order Confirmation is accepted.
2.2 The Prices are exclusive of (a) packaging and delivery, which shall be charged in addition at Venta’s standard rates, and (b) VAT and any other duties tariffs or taxes which may apply.
2.3 The Buyer shall pay any applicable VAT to Venta on receipt of a valid VAT
2.4 Venta may increase the Prices at any time by giving the Buyer not less than 15 Business Days’ notice in writing where there is an increase in the direct cost to Venta of supplying the relevant Deliverables which exceeds 10% and which is due to any factor beyond Venta’s control.
2.5 Payment shall be made to Venta in full without deduction or set-off and in cleared funds to Venta’s nominated bank account: (a) at the time of the order by cash, card or bank transfer or (b) if a pre-approved Buyer the payment terms shall be thirty (30) days from the date of the invoice.
2.6 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date: (a) Venta may, without limiting its other rights, charge interest on such sums at 2% a year above the base rate of the Bank of England from time to time in force, and interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment
2.7 Account facilities may be granted at Venta’s discretion whereupon, unless otherwise stated on the invoice, payment terms shall be thirty (30) days from the date of the invoice. Venta may require a director guarantee which activates on the date of the invoice.
2.8 Venta reserves the right to amend from time to time the credit terms of any account facilities and withhold all further supplies if the Buyer exceeds such credit limit.
2.9 In some circumstances Venta may require payment via Direct Debit.
3.1 Whilst Venta shall endeavour to deliver within the time specified; all delivery times are approximate only, and time of delivery is not of the essence. Venta shall not be liable for any delay in delivery of the Goods.
3.2 Quotations for delivery time are conditional upon stocks being available and Venta shall not be liable for short delivery. Venta may deliver or perform the Deliverables in instalments. Any delay in performance or defect in an instalment shall not entitle the Buyer to cancel any other instalment. If there is a shortage of Goods leaving Venta’s premises, the delivery note will be marked ‘To Follow’ and the goods will be dispatched as soon as possible, or marked ‘Re-order’ whereupon the goods should be re-ordered and will constitute a new contract. Provided the Goods are as ordered, notwithstanding the shortage, the Buyer shall accept those Goods.
3.3 Venta shall ensure that each delivery note shows at least the date of the order, the type and quantity of the Goods.
3.4 Venta shall deliver the Goods to the location set out in the order or such other location as the parties may agree (“the Delivery Location”). The Services shall be deemed delivered by Venta only on completion of the performance of the Services.
3.5 Delivery is completed on the completion of unloading, by the Buyer’s employee or contractor, of the Goods at the Delivery Location. All packaging shall be disposed of at the Buyer’s expense unless the parties agree otherwise.
3.6 Time is not of the essence in relation to the performance or delivery of the Deliverables. Venta shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are approximate only.
3.7 Venta shall not be liable for any delay in or failure of performance caused by: (a) the Buyer’s failure to: (i) make the Location available, (ii) prepare the Location as required for the Deliverables or (iii) provide Venta with adequate instructions for performance or delivery; (b) Force Majeure.
4.1 Venta warrants that on delivery, the Goods shall:
(a) be free from material defects in design, material and workmanship; and
(b) be fit for the purpose made known to us and specified in the order form;
(c) if a Specification has been provided the Goods shall conform with the Specification;
(d) if Services, at the time of their performance be supplied with reasonable skill and care within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13.
4.2 Subject to term 4.4 if:
(a) the Buyer gives notice in writing to Venta within a reasonable time of discovery that some or all of the parts that form the Goods do not comply with the warranty set out in 4.1;
(b) the Buyer, if asked to do so by Venta, returns such Goods or parts to Venta at Venta’s cost; and
(c) Venta is given a reasonable opportunity of examining such parts, Venta shall, at its option, repair or replace the defective Goods, or refund the Price of the defective Goods in full.
4.3 The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those
4.4 Venta shall not be liable for the Goods’ failure to comply with the warranty set out in term 4.1 in any of the following events:
(a) the Buyer makes any further use of such Goods after giving notice in accordance with term 4.2;
(b) the defect arises because the Buyer failed to follow the installation and use instructions supplied by Venta; or
(c) the Buyer alters or repairs such Goods without the prior written consent of Venta.
4.5 All Goods shall be manufactured and suitable for use in the UK unless the Specification states otherwise.
4.6 Except as set out in this clause 4: (a) Venta gives no warranty and makes no representations in relation to the Deliverables; and (b) shall have no liability for their failure to comply with the warranty in clause 4.1, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded from these Conditions to the fullest extent permitted.
4.7 The return of any Goods not in accordance with the Specification will be accepted within seven days of delivery but only with the prior written agreement of Venta. The return of Goods will only be agreed if they are unmarked and unused, and have not been found unsuitable due to the Specification being incorrect. Returned Goods will be subject to carriage, handling and repackage charges if found to be used, misused or badly packaged on return.
4.8 If any of the Goods are subject to a product recall Venta shall not be liable for any of the associated costs in the Goods being recalled.
4.9 The provisions of this clause 4.9 shall only apply to a Buyer who has purchased Venta’s Warranty+ at the time of Order. In addition to the warranty set out in clause 4.1 above, the following terms shall apply to an Order which includes Warranty+:
(a) Warranty+ is an annual contract of 12 months, payable either as a one-off amount annually or monthly in 12 equal monthly instalments, by direct debit and is only available to cover labour costs incurred in the United Kingdom;
(b) the Warranty+ contract shall automatically renew on the anniversary date unless the Buyer has given Venta notice of its desire to terminate at any time prior to the renewal anniversary. Notice by the Buyer to terminate the Warranty+ contract may be given at any time; where notice to terminate is given by the Buyer prior to the end of the existing term, the existing term of the Warranty+ contract will continue to run until the anniversary date
(c) Subject to the failure of the Good being attributable to Venta under these Buyer Terms & Conditions, Venta will pay the Buyer’s labour cost of repairing or replacing Goods which fall within the warranty set out in clause 4.1 above, currently at the rate of £25 per hour. Proof of travel time and labour time will need to be supplied at the point of a claim being submitted. Venta reserve the right to reject a claim if an excessive amount of travel time or labour time is deemed to have been claimed;
(d) Warranty+ cover is only available in respect of Goods which have been fitted with an industry-standard connector. If the Good is mounted in an area susceptible to damp or water ingress it must be an industry-standard waterproof connector with an IPX7 or IPX9 waterproof rating.
(e) Warranty+ cover will not apply to any claim for damage to the Good arising from careless, negligent or faulty installation;
(f) the Buyer shall follow Venta’s process for making claims under the Warranty+ terms.
5 RISK & TITLE
5.1 The risk in the Goods shall pass to the Buyer on completion of delivery.
5.2 Title to the Goods shall not pass to the Buyer until Venta receives payment in full (in cash or cleared funds) for the Goods, in which case title to the goods shall pass at the time of payment of all such sums.
5.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods as bailee for Venta;
(b) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as Venta’s property;
(c) not remove efface or obscure any identifying mark or packaging on or relating to the Goods;
(d) take all reasonable care of the Goods and maintain the Goods in a satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e) inform Venta immediately if it becomes subject to any of the events or circumstances set out in clauses 9.2 or 9.2; and
(f) on reasonable notice permit Venta to inspect the Goods during the Buyer’s normal business hours and provide Venta with such information concerning the Goods as Venta may request from time to time.
5.4 Notwithstanding clause 5.3, the Buyer may incorporate or resell the Goods in the ordinary course of its business before Venta receives payment for the Goods until such time as it becomes aware or ought reasonably to have become aware than an event specified in clauses 9.1 or 9.2 has occurred or is likely to occur. However, if the Buyer incorporates or resells the Goods before that time:
(a) it does so as principal, not as Venta’s agent; and
(b) title to the Goods shall pass from Venta to the Buyer immediately before the time at which incorporation or resale by the Buyer occurs.
5.5 If before title to the Goods passes to the Buyer, the Buyer [informs Venta or Venta reasonably believes that the Buyer has or is likely to become subject to any of the events specified in clauses 9.1 or 9.2 Venta may at any time:
(a) require the Buyer, at the Buyer’s expense, to deliver up all unpaid Goods in its possession that have not been irrevocably incorporated into anther product or resold; and
(b) if the Buyer fails to do so promptly, enter the Buyer’s premises where the Goods are stored and repossess them.
6 INTELLECTUAL PROPERTY
6.1 The Intellectual Property Rights in the Deliverable are, and shall remain, the property of Venta, unless otherwise agreed.
6.2 Venta shall indemnify the Buyer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that use of the Deliverables infringes the Intellectual Property Rights of any third party (IPR Claim), provided that Venta shall have no such liability if the Buyer:
(a) does not notify Venta in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;
(b) makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without Venta’s prior written consent;
(c) does not let Venta at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
(d) does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;
(e) does not, at Venta’s request, provide Venta with all reasonable assistance in relation to the IPR Claim (at the Buyer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Buyer.
6.3 If any IPR Claim is made or is reasonably likely to be made, Venta may at its option: (a) procure for the Buyer the right to continue receiving the benefit of the relevant Deliverables; or (b) modify or replace the infringing part of the Deliverables so as to avoid the infringement or alleged infringement, provided the Deliverables remain in material conformance to their Specification.
6.4 Venta’s obligations under clause 6.2 shall not apply to Deliverables modified or used by the Buyer other than in accordance with the Contract or Venta’s written instructions. The Buyer shall indemnify Venta against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by Venta in connection with any claim arising from such modification or use.
7.1 For the purposes of this clause 7 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
7.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that: (i) all of that party’s personnel; (ii) all others associated with that party; and (iii) all of that party’s subcontractors; involved in performing the Contract so comply.
7.3 Without limitation to clause 7.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
7.4 Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 7.
8.1 The Buyer undertakes, warrants and represents that:
(a) neither the Buyer nor any of its officers, employees, agents or subcontractors has: (i) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); (ii) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or (iii) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
(b) it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
(c) it shall notify Venta immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of Buyer’s obligations under clause 8. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Buyer’s obligations.
8.2 Any breach of clause 8 by the Buyer shall be deemed a material breach of the Contract and shall entitle Venta to terminate the Contract with immediate effect.
9.1 Without limiting its other rights or remedies, Venta may terminate the Contract if:
(a) the Buyer commits a material breach of the Contract and such breach is not remediable;
(b) the Buyer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
(c) the Buyer becomes subject to administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any of its assets or ceases to carry on business;
(d) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(e) any consent, licence or authorisation held by the Buyer is revoked or modified such that the Buyer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled; or
(f) the Buyer’s financial position deteriorates to such an extent that in Venta’s opinion the Buyer’s capability to adequately fulfil its obligations under these terms has been placed in jeopardy,
(g) under such circumstances all outstanding unpaid invoices shall immediately become due for payment.
9.2 Venta may terminate the Contract at any time by giving notice in writing to the Buyer if the Buyer:
(a) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
(b) is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Venta reasonably believes that to be the case;
(c) becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
(d) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
(e) has a resolution passed for its winding up;
(f) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
(g) is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
(h) has a freezing order made against it;
(i) is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
(j) is subject to any events or circumstances analogous to those in clauses 9.2(a) to 9.2(i) in any jurisdiction;
(k) takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 9.2(a) to 9.2(j) including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
9.3 Venta may terminate the Contract at any time by giving not less than four weeks’ notice in writing to the Buyer if the Buyer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.
9.4 Venta’s right to terminate the Contract pursuant to clause 9.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Contract.
9.5 If the Buyer becomes aware that any event has occurred, or circumstances exist, which may entitle Venta to terminate the Contract under this clause 9, it shall immediately notify Venta in writing.
9.6 Without limiting its other rights or remedies, Venta may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under these terms on the due date.
9.7 On termination the Buyer shall pay to Venta all of Venta’s outstanding unpaid invoices and interest accrued and shall pay any costs incurred by Venta up to the point of termination. Upon receipt of payment Venta shall deliver up the Goods or part of the Goods completed prior to the date of termination.
9.8 Any provision of these terms that expressly or by implication is intended to come into or continue in force after termination shall remain in full force and effect.
10 INDEMNITY & INSURANCE
10.1 The Buyer shall indemnify Venta, and keep Venta indemnified, from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Venta as a result of or in connection with the Buyer’s breach of any of the Buyer’s obligations under the Contract.
10.2 The Buyer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom (or local jurisdiction) to cover its obligations under the Contract. On request, the Buyer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
11 LIMITATION OF LIABILTY
11.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
11.2 Neither party excludes or limits liability to the other party for:
(a) fraud or fraudulent misrepresentation;
(b) death or personal injury caused by negligence;
(c) a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any matter for which it would be unlawful for the parties to exclude liability.
11.3 Subject to clause 11.2, neither party shall in any circumstances be liable to the other party whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
(a) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
(b) any loss or corruption of data or information;
(c) loss of savings, discount or rebate (whether actual or anticipated) or wasted expenditure (including management time);
(d) loss of production;
(e) loss of use; or
(f) any loss or liability under or in relation to any other contract.
11.4 Subject to clause 11.2, Venta's total aggregate liability in contract and tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract or any collateral contract shall be limited to the Price of the order to which it relates.
12.1 Each party shall keep the other party’s Confidential Information confidential and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to: (i) any information which was in the public domain at the date of the Contract; (ii) any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement; (iii) any information which is independently developed by Venta without using information supplied by Venta; or (iv) any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
12.2 Neither party shall make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority, without the prior express written authorisation from the other party.
12.3 This clause shall remain in force for a period of five years from the date of the Contract and, if longer, three years after the termination of the Contract.
13 PROCESSING OF PERSONAL DATA
13.1 The parties agree that that the Buyer is a Controller and that Venta is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Buyer shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Buyer shall ensure all instructions given by it to Venta in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws. Nothing in the Contract relieves the Buyer of any responsibilities or liabilities under any Data Protection Laws.
13.2 Venta shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.
13.3 Venta shall:
(i) only process (and shall ensure Venta Personnel only process) the Protected Data in accordance with the schedule and the Contract (including when making any transfer to which clause 13.8 relates), except to the extent: (a) that alternative processing instructions are agreed between the parties in writing; or (b) otherwise required by applicable law (and shall inform the Buyer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
(ii) without prejudice to clause 16.1, if Venta believes that any instruction received by it from the Buyer is likely to infringe the Data Protection Laws it shall promptly inform the Buyer and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
13.4 Taking into account the state of technical development and the nature of processing, Venta shall implement and maintain the technical and organisational measures set out in the schedule to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
13.5 Venta shall:
(i) not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the [prior] [specific] written authorisation of the Buyer;
(ii) prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 13 (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by Venta and ensure each such Sub-Processor complies with all such obligations;
(iii) remain fully liable to the Buyer under the Contract for all the acts and omissions of each Sub-Processor as if they were its own; and
(iv) ensure that all natural persons authorised by Venta or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
13.6 The Buyer authorises the appointment of the Sub-Processors listed in part C to the schedule.
13.7 Venta shall (at the Buyer’s cost):
(i) assist the Buyer in ensuring compliance with the Buyer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to Venta; and
(ii) taking into account the nature of the processing, assist the Buyer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Buyer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
13.8 Venta shall not transfer any Protected Data:
(i) from any country to any other country; and/or
(ii) to an organisation and/or its subordinate bodies governed by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries, without the Buyer’s prior written authorisation.
13.9 The Buyer hereby authorises Venta transferring Protected Data to any international recipients, provided all transfers of Protected Data by Venta to an international recipient shall:
(i) to the extent required under Data Protection Laws, be effected by way of appropriate safeguards and in accordance with Data Protection Laws and this Contract; and
(ii) be made pursuant to a written contract, including equivalent obligations on each Sub-Processor in respect of transfers to international recipients as apply to Venta under any of this clause 13.
13.10 The provisions of this Contract shall constitute the Buyer’s instructions with respect to transfers of Protected Data for the purposes of this Contract.
13.11 Venta shall, in accordance with Data Protection Laws, make available to the Buyer such information that is in its possession or control as is necessary to demonstrate Venta’s compliance with the obligations placed on it under this clause 13 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Buyer (or another auditor mandated by the Buyer) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 13.11).
13.12 Venta shall notify the Buyer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
On the end of the provision of the Services relating to the processing of Protected Data, at the Buyer’s cost and the Buyer’s option, Venta shall either return all of the Protected Data to the Buyer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Venta to store such Protected Data. This clause 13 shall survive termination or expiry of the Contract.
14 FORCE MAJEURE
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so.If, the Force Majeure event continues either for a period of 14 consecutive days or for a total of more than 30 days in any consecutive period of 60 days the either party may elect to either terminate the Contract on immediate notice or seek, within 30 days, to renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.
15 DISPUTE RESOLUTION
15.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 15.
15.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
15.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
(a) Within 7 days of service of the notice, the Purchasing Manager (or persons of equivalent seniority) of the parties shall meet to discuss the dispute and attempt to resolve it.
(b) If the dispute has not been resolved within 7 days of the first meeting of the Purchasing Manager (or persons of equivalent seniority), then the matter shall be referred to the Managing Director (or persons of equivalent seniority). The Managing Directors (or equivalent) shall meet within 7 days to discuss the dispute and attempt to resolve it.
15.4 The specific format for the resolution of the dispute under clause 15.3(a) and, if necessary, clause 15.3(b) shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.
15.5 If the dispute has not been resolved within 14 days of the first meeting of the Managing Directors (or equivalent) under clause 15.3(b) then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.
15.6 Until the parties have completed the steps referred to in clauses 15.3 and 15.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.
16.1 Any notice given by a party under these Conditions shall:
(a) be in writing and in English;
(b) be signed by, or on behalf of, the party giving it (except for notices sent by email); and
(c) be sent to the relevant party at the address set out in the Contract
16.2 Notices may be given, and are deemed received:
(a) by hand: on receipt of a signature at the time of delivery;
(b) by Royal Mail Recorded Signed For (or equivalent) post: at 9.00 am on the second Business Day after posting;
(c) by Royal Mail International Tracked & Signed or Royal Mail International Signed (or equivalent) post: at 9.00 am on the fourth Business Day after posting; and
(d) by email provided confirmation is sent by first class post: on receipt of a delivery receipt email from the correct address.
16.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 16.1 and shall be effective:
(a) on the date specified in the notice as being the date of such change; or
(b) if no date is so specified, seven Business Days after the notice is deemed to be received.
This clause 16 does not apply to notices given in legal proceedings or arbitration.
17 CUMULATIVE REMEDIES
The rights and remedies provided in the Contract for Venta only are cumulative and not exclusive of any rights and remedies provided by law.
Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Buyer’s obligations only.
19 FURTHER ASSURANCE
The Buyer shall at the request of Venta, and at the Buyer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
20 ENTIRE AGREEMENT
20.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
20.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
20.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
We reserve the right to alter these terms and conditions at any time. Any such change will take effect when posted on our website. It is the Buyer’s responsibility to read the terms and conditions on each occasion an Order is placed.
22.1 The Buyer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Venta’s prior written consent, such consent not to be unreasonably withheld or delayed.
22.2 Notwithstanding clause 22.1, the Buyer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives Venta prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Buyer acknowledges and agrees that any act or omission of its Affiliate in relation to the Buyer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Buyer
23 SET OFF
23.1 Venta shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Buyer under the Contract or under any other contract which Venta has with the Buyer.
23.2 The Buyer shall pay all sums that it owes to Venta under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
24 NO PARTNERSHIP OR AGENCY
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
25 EQUITABLE RELIEF
The Buyer recognises that any breach or threatened breach of the Contract may cause Venta irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Venta, the Buyer acknowledges and agrees that Venta is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
26.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
26.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
27.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
27.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by either party shall prevent any future exercise of it or the exercise of any other right, power or remedy by that party.
27.3 A waiver of any term, provision, condition or breach of the Contract by a party shall only be effective if given in writing and signed by that party, and then only in the instance and for the purpose for which it is given.
28 COMPLIANCE WITH LAW
Both parties shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
29 CONFLICTS WITHIN CONTRACT
If there is a conflict between the terms contained in the Conditions and the terms of the Order, the terms of the Conditions shall prevail.
30 COSTS AND EXPENSES
Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
31 THIRD PARTY RIGHTS
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
32 GOVERNING LAW AND JURISDICTION
32.1 The parties irrevocably agree that the courts of England 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).
32.2 In these Conditions, unless the context requires otherwise: (i) any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions; (ii) a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns; (iii) a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; (iv) a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established; (v) a reference to a gender includes each other gender; (vi) words in the singular include the plural and vice versa; (vii) any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; (viii) a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form; (ix) a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time ; and (x) a reference to legislation includes all subordinate legislation made from time to time under that legislation.
Part A: Data processing details
Processing of the Protected Data by Venta under the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out below.
1 Subject-matter of processing:
Personal data is processed to enable Venta to provide the Deliverables and to take and maintain proper records of those transactions
2 Duration of the processing:
Throughout the duration of Venta’s commercial relationship with the Buyer
3 Nature and purpose of the processing:
To supply the Deliverables and to keep a proper record of those transactions including financial management, invoicing, accounting and credit control and contacting you about your order and other relevant information and messages.
4 Type of Personal Data:
Name, email address, telephone number, billing address
5 Categories of Data Subjects:
The contracting party’s employee
Part B: Technical and organisational security measures
Venta shall implement and maintain the following technical and organisational security measures to protect the Protected Data:
In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with the Contract, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, Venta shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.
Part C: List of Sub-processors
- TNT UK Limited, TNT Express House, Holly Lane, Atherstone, England, CV9 2RY
- Netsuite UK Limited, Oracle Parkway, Thames Valley Park, Reading, Berkshire, RG6 1RA
- Google UK, Belgrave House, 76 Buckingham Palace Road, London, SW1W 9TQ
- Microsoft, Infrastructure Hosting Services, One Microsoft Place, South County Business Park, Leopardstown, Dublin 18, D18 P521, Ireland
- Gamma, Gamma Telecom, Kings House, Kings Road West, Newbury RG14 5BY