Wire brushes & Carbide burrs / 421 WIRE BRUSHES & CARBIDE BURRS www.nortonabrasives.com (III) The Customer is hereby granted a license by the Company to incorporate the goods in any other products. (IV) The Customer is hereby licensed to sell on the goods and any products incorporating any of them. The Customer shall, immediately upon receipt of the proceeds of sale, and whether or not payment has become due under paragraph 5 hereof, remit to the Company the full purchase price of the goods sold on less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Company. (V) The Customer shall maintain all appropriate insurance in respect of the goods from the date or dates on which the risk therein passes to him. In the event of any loss or damage occurring while the goods remain the property of the Company the Customer shall immediately on receipt of the insurance monies, remit to the Company the full purchase price of the goods lost or damaged less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Company. (VI) The licences granted under sub-paragraphs (ii) and (iii) above shall be terminable forthwith at any time upon notice by the Company to the Customer. 9. In the case of International Supply Contract property in the goods shall pass to the Customer upon delivery. 10. Save as hereinbefore provided and subject to the provisions of section 2(I) of the Unfair Contract Terms Act 1977 the Company shall not be liable to the Customer for any damage or for any direct or consequential loss incurred by the Customer in consequence of any negligence on the part of the Company or negligence or wilful default on the part of its servants or agents or in connection with the supply of any goods or the design or manufacture thereof or in the carrying out of any work or the provision of any information. 11. Nothing in these Conditions shall exclude or restrict any liability that the Company may have by virtue of the Consumer Protection Act 1987. 12. (a) The Customer shall be responsible for complying with any legislation or regulations governing the importation of the goods supplied by the Company under the Contract into the country of destination and for the payment of any duties on them. (b) The Customer shall be liable for and shall indemnify and hold the Company harmless from any and all liability, loss, claims, damages and costs, which the Company may sustain or incur, arising out of or in any way connected with the Customer’s failure to comply with paragraphs 12(a) and/ or 15 hereof. 13. Without affecting any other right or remedy available to it, the Company may terminate any Contract with the Customer with immediate effect by giving written notice to the Customer if the Customer commits a material breach of any term of these Conditions and/or the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven (7) days after being notified in writing to do so. 14. The Customer shall ensure that in any dealings with the Company, neither it or its employees or agents shall commit any offence under the Bribery Act 2010 (“the Act”) including not engaging in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Act. The Customer shall inform the Company immediately it becomes aware of any actions between the parties that could constitute an offence under the Act. 15. It is the Company’s and the Company’s group’s policy to comply with all applicable sanctions and legal requirements for the import and export of goods, technology and services. The Company is committed to ensuring compliance with all regulatory and licensing requirements relating to international trade. The Company does not permit the supply of any of its goods to any individuals, companies or organisations that are subject to any trade, economic or financial sanctions, embargoes or similar restrictive measures administered, enacted or enforced by the UK, EU, UN or USA (“Sanctioned Entities”). By entering into this Contract the Customer agrees not to re-sell or otherwise transfer the goods supplied by the Company, either directly or indirectly, to any Sanctioned Entities. 16. (a) For the purposes of this paragraph 16, (a) “Applicable Data Protection Laws” means (i) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; (ii) to the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data, in each case, as updated, amended or replaced fromtime to time; (b) “EUGDPR”means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law; (c) “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; and (d) the terms “Data Subject”, “Personal Data”, “processing”, “processor” and “controller” shall have the meanings set out in the UK GDPR. (b) Each party shall comply with the provisions and obligations imposed on it by the Applicable Data Protection Laws when processing Personal Data in connection with these Conditions. Such processing shall continue for so long as these Conditions are in force and shall be in respect of the following: (I) Categories of data: Contacts within each of the parties and the ultimate customer details; (II) Types of personal data: names, addresses, email addresses, telephone numbers and other contact details; (III) Purpose and nature of processing: (I) manage the Contracts between the parties including ordering, fulfilment and billing; and (ii) fulfilment of such Contracts by delivering goods (where relevant). (c) To the extent that a party processes any Personal Data on behalf of the other party, the processing party shall: (I) comply with the provisions and obligations imposed on a processor by the Applicable Data Protection Laws, and any stipulations set out in the Applicable Data Protection Laws as to what shall be included in the contract between the parties shall form a part of, and are incorporated into, these Conditions as if they were set out in full, and any reference to “documented instructions” (or similar) shall include the provisions of these Conditions; and (II) not disclose any Personal Data to any Data Subject or to a third party other than at the written request of the other party or as expressly provided for in these Conditions. (d) You agree that we may engage third party providers including any advisers, contractors, or auditors to Process Personal Data (“Sub-Processors”). We shall ensure that our contract with each Sub-Processor shall impose obligations in relation to the Processing of Personal Data on the SubProcessor that are materially equivalent to the obligations to which we are subject to under these Conditions in relation to the Processing of Personal Data. (e) If either party receives any complaint, notice or communication which relates to the processing of Personal Data by the other party or to either party’s compliance with the Applicable Data Protection Laws, or if any Personal Data processed in connection with these Conditions is subject to a personal data breach (as defined in the UK GDPR), it shall immediately notify the other party and provide the other party with reasonable co-operation and assistance in relation to any such complaint, notice, communication or personal data breach. 17. The proper law of all contracts with the Company shall be English Law which shall govern in all respects the construction and effect of such contracts and of these Conditions. The Customer agrees that in the event of any dispute arising out of the Contract or the performance thereof he will submit to the exclusive jurisdiction of the English Courts.
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