“Agreement” means these terms and conditions and any amendments or additional documents agreed between the Parties and annexed hereto.

“Contract” means the separate contract document annexed to these terms and conditions, whether called Purchase Order Form or otherwise (hereinafter referred to as “Purchase Order Form”) including any special conditions, these general conditions, and any appendices and/or any agreed amendments and variations to said documents.

“Contractor Items” means all items of equipment, plant and machinery provided by the Supplier as part of the Services it provides to TWMA whereby the items are under the Supplier’s care, custody and/or control throughout the period of Services.

“Force Majeure Event” means an event including (but not restricted to): acts of God, government action, explosion, earthquake, fire, flood or other natural physical disaster, adverse sea or weather conditions, act of war, riots, strikes, insurrection or other civil disturbances or acts of sabotage.

“Goods” means all goods to be delivered or Rental Equipment for TWMA’s care, custody, and control, to be made available by Supplier pursuant to the Work.

“Party” shall mean either Supplier or TWMA, and “Parties” shall mean both.

“Rental Equipment” means items of plant, machinery or equipment being supplied to TWMA by the Supplier for TWMA’s use and operation, whereby the items will be under TWMA’s care, custody, and control during the period of hire by TWMA.

“Services” means all services and Contractor Items supplied by or performed by Supplier pursuant to the Contract.

“Supplier” means the Party to this Agreement agreeing to furnish the Services, Rental Equipment, and any associated provision necessary for the performance of the Contract.

“TWMA” means either TWMA Group Ltd or whichever TWMA Group entity is named within the Contract and shall include its affiliates, agents, legal representatives, successors, and assignees.

“Work” means the Services to be performed by the Supplier, the rental Equipment to be provided by the Supplier and/or Goods being sold by the Supplier (as may be the case) pursuant to the Contract, plus the furnishing of all services, equipment and materials necessary to complete it.

Any reference herein to a day is a reference to a calendar day.

This Agreement incorporates the Contract and sets forth the entire Agreement as to the terms governing that Contract between Supplier and TWMA, and no terms, conditions, understanding, or agreement purporting to modify or vary the terms of this Agreement shall be binding unless either (a) specifically stated on the Contract as a special condition and agreed by TWMA or (b) are hereafter made in writing and signed by Supplier and TWMA.

Supplier shall confirm acceptance of TWMA’s Purchase Order Form and returning it to TWMA within 3 working days of date of purchase order, otherwise, be deemed to have accepted same. If the signed Purchase Order Form is not received by TWMA by way of return within 3 working days, TWMA is not bound by the Contract or any of its terms and may terminate it with immediate effect. Supplier agrees that it is not entitled to claim any compensation of whatsoever nature in the event of any termination under this Clause 3.

Supplier understands that Time is of the Essence and shall complete all the Work within the period specified in the relevant section within the Contract or, in the absence of any designated period, an appropriate period of time as may be determined by TWMA acting reasonably. The term of this Agreement shall end upon TWMA’s final written acceptance of the Work defined herein or, where appropriate, when the Work has been completed, or by termination in accordance with the terms of Clause 24.

The price (the Contract Price) shall be the amount as set forth in the Purchase Order Form, exclusive of VAT (unless stated otherwise) and shall be fixed unless otherwise expressly agreed between the Parties. In the case of deliveries charged for on a reimbursable basis, payment shall become due in terms of Clause 8 of this Agreement only when TWMA have had a reasonable time to verify and accept all documentation on which the account is based.

1. Supplier shall ensure that the Work is performed with all necessary diligence, care, and attention, and to the customary standards of good workmanship expected within the applicable sector.
2. Supplier shall ensure that all Rental Equipment is in working order, fit for purpose, as new if not new and conforms to all required standards of safety;
3. Supplier shall ensure that any Goods delivered comply with the conditions of Clause 9 below.
4. Supplier warrants that any of its employees engaged in providing or undertaking the Work (or the employees of any affiliate, subsidiary or agent authorized by TWMA to undertake the Work) possess the necessary qualifications and training to perform the Work and such performance shall be conducted in a safe manner and to the reasonable satisfaction of TWMA.

(a) Title and Risk in each item of the Goods shall pass to TWMA only on written acceptance of delivery. For the avoidance of doubt, title to Rental Equipment or Contractor Items provided as part of Services shall remain with Supplier at all times.

(b) Supplier shall promptly make good at its own cost any loss or damage, howsoever caused, to any Goods before risk therein has passed to TWMA.

(c) If Supplier has delivered Goods or Rental Equipment that do not comply with the undertakings set out in Clause 9 herein then, without limiting its other rights or remedies, TWMA reserves the right, whether or not it has accepted the Goods or rental Equipment:

i. to reject the Goods/Rental Equipment (in whole or in part) to return them to Supplier at Supplier's own risk and expense.

ii. to terminate the Purchase Order or Contract in whole or in part with immediate effect by giving written notice to Supplier.

iii. to require Supplier to repair or replace the rejected Goods/Rental Equipment.

iv. to refuse to accept any subsequent delivery of the Goods/Rental Equipment which Supplier attempts to make.

v. to recover from Supplier any expenditure incurred by TWMA in obtaining substitute Goods/Rental Equipment, where necessary, from a third party; and

vi. to claim damages for any additional costs, loss or expenses incurred by TWMA arising from Supplier's failure to supply Goods/Rental Equipment in accordance with Clause 9.

(a) Subject always to the requirement that Supplier’s obligations under the Contract have been fulfilled, TWMA shall make payment to Supplier within sixty (60) days following receipt of a correct signed invoice containing:

i. the Purchase Order number or other TWMA reference as may be requested, and;

ii. any other necessary information, and covering the Work completed through the end of the previous month

(b) For Goods of value or Goods manufactured on behalf of TWMA, TWMA reserves the right to retain 10% of payments for Work completed, to be released upon TWMA’s final acceptance of the Work as per Clause 8(d) below.

(c) No payment of or on account of the Contract Price shall constitute any admission by TWMA as to the quality of Goods and Services or performance by Supplier under the Contract.

(d) Supplier shall submit a final invoice within 60 days of TWMA’s written final acceptance of Supplier’s delivery, including all claims to be made by Supplier pursuant to the Contract. Any claims for payment not included in the final invoice by Supplier cannot be submitted by Supplier at a later date.

Supplier shall ensure that any Goods delivered pursuant to the Work or otherwise under the Contract shall:

(a) correspond with any description or applicable specifications;

(b) be of satisfactory quality and fit for any purpose held out by Supplier or made known to Supplier by TWMA, expressly or by implication, and in such respect, Supplier agrees that TWMA relies always on Supplier's skill and judgment.

(c) be free from defects in design, materials and workmanship.

(d) be delivered complete with all packing lists, advice notes, operating manuals, maintenance & service notifications and invoices etc., and in the case of Goods being shipped from out with the UK, the appropriate certificate of origin and customs invoices.

(e) Supplier will comply with all applicable legislation regarding the marking of hazardous material and ensure compliant REACH documents are made available where appropriate.

(f) Supplier will, where appropriate, advise TWMA of dispatch arrangements within a suitable time prior to dispatch to allow TWMA to prepare for receipt of Goods/Rental Equipment.

Any certificates, notices, advice notes or other documentation required under this Clause 9 and any applicable legislation in relation to any Goods/Rental Equipment shall be deemed as an inherent part of the delivery of any Goods/Rental Equipment and TWMA reserves the right to withhold payment of invoices until such documents have been received.

(a) Supplier agrees that TWMA has the right to cancel the Purchase Order for its own convenience at any time up to delivery of the Work subject to TWMA being liable for the reasonable, directly related, documented, and substantiated costs incurred by the Supplier up to the date of notification of cancellation under the relevant Purchase Order. The Supplier shall take all reasonable steps to minimise any costs incurred as a result of such cancellation and shall take all reasonable steps to re-stock all items of off-the-shelf items or component parts capable of such.

(b) Supplier agrees that TWMA has the right, but not the obligation, to order such reasonable changes to the Work as TWMA may require from time to time. Changes to the Work may include (but are not limited to) an increase or decrease in the quantity, character, method of execution, revised schedules and delivery dates.

(c) Supplier agrees that it will notify TWMA immediately if any deviation from or amendment to the Work is required by Supplier for whatever reason, and that such deviation or amendment shall be approved by TWMA in writing prior to Supplier commencing such amended Work.

Supplier agrees that partial deliveries of Goods, or the partial fulfilment of any Services to be provided in relation to the Work or otherwise under the Contract, may be accepted or rejected by TWMA at its sole discretion and shall not be deemed as partial satisfaction of Supplier’s obligations under the Contract unless previously agreed in writing by TWMA or as a result of any termination by Supplier subject to Clause 24 below. In the event that partial delivery of Goods is accepted by TWMA, Supplier shall make a pro rata adjustment to any related invoices for Goods accepted.

If Supplier’s delivery or fulfilment of the Work under the Contract is delayed for whatever reason (other than a Force Majeure Event), TWMA is entitled to:

(a) terminate the Purchase Order in part or in whole per Clause 24 below; or

(b) to claim liquidated damages amounting to one-and-a-half (1.5%) percent of the Contract Price per day.

Any delay caused by Supplier’s negligence or wilful misconduct shall permit TWMA to claim compensation for actual losses suffered due to such delay in lieu of liquidated damages.

If Supplier fails to:

(a) fulfil any of the obligations under the Contract or in relation to the Work (unless prevented by a Force Majeure Event or suspension by TWMA in accordance with Clause 24(d) below); or

(b) rectify any defect within the guarantee period specified in Clause 13 below within fourteen (14) days following the day such defect is brought to its attention by TWMA.

then such failure shall be deemed a material breach of this Agreement and TWMA shall be entitled to one or more of the following:

i. to demand and receive a new delivery of Goods/Rental Equipment or performance of any Services by Supplier within a reasonable timeframe, demand a price reduction at its discretion,

ii. terminate the Contract, and/or

iii. claim appropriate compensation(s).

Supplier warrants that Work shall be free of liens and encumbrances, and, subject to a longer period being agreed between the Parties, for the period ending one (1) year from the date of TWMA’s final acceptance (as per Clauses 4 or 7 (a) above), that the workmanship and materials be proper and sufficient for the purpose contemplated. Supplier warrants that the Work shall:

(a) conform to, perform as set forth in, and meet all requirements of this Agreement.

(b) be fit, suitable, and sufficient for the purpose(s) set forth in this Agreement or, if not stated or indicated in this Agreement, the purpose(s) for which it was reasonably intended throughout the term of this Agreement; and

(c) it shall comply with nationally recognised codes and established industry standards.

Supplier agrees that aforementioned warranties shall be in addition to any other warranties provided by law or offered by Supplier.

Subject to Rental Equipment being delivered in accordance with this Agreement together with operating, service and maintenance manuals/registers, TWMA agrees to:

(a) not to use or operate the Rental Equipment beyond its specifications or published parameters of application;

(b) utilise the rental Equipment is a proper manner in accordance with recognised industry standards;

(c) utilise reasonable efforts to appoint suitably skilled personnel in the operating of Rental Equipment;

(d) treat the Rental Equipment with the same level of care as that recognised by industry standards;

(e) allow the Supplier access, during working hours, on giving reasonable notice, to attend to the Rental Equipment in order to carry out maintenance, servicing and minor repairs to the rental Equipment;

(f) comply with relevant laws and regulations regarding the operation of the rental Equipment;

(g) not relocate the item of Rental Equipment to any international jurisdiction without the prior written consent of the Supplier;

(h) subject to fair wear and tear and defects in the Rental Equipment, to cover the reasonable and directly related substantiated costs incurred in repairing any damage occurring as a consequence of its negligent act or omission, to a value not to exceed the rental price of the Rental Equipment per the Purchase Order;

(i) subject to a value not to exceed 50% of the replacement value of the Rental Equipment, which shall be calculated by applying a depreciation of 10% per annum to the item of Rental Equipment commencing from the latter of (i) the date of its original manufacture; or (ii) the date it underwent a complete and documented refurbish or rebuild (less any compensation received from relevant insurance); to reimburse the direct, substantiated and documented costs towards a replacement of the item damaged beyond repair , destroyed or lost.

(j) give a minimum period of notice of termination of rental without penalty beyond the payment of rental rates during the period of notice, per the table below:

Supplier shall not use or disclose to other during or subsequent to the term of this Agreement, except as is necessary in the performance of this Agreement, any information regarding TWMA’s plans, programs, plants, sites, processes, products, cost, equipment, operations, or customers which may come within the knowledge, or which may be developed by Supplier or its employees in performance hereunder. This provision shall not prevent Supplier from using or disclosing to others information which Supplier can show: a) has become part of the public domain other than by breach of this Section; b) has been furnished to Supplier by third parties as a matter of right and without restriction on disclosure or use; or c) which was in Supplier’s possession at the time it entered into this Agreement.

For the purpose of this Agreement, the terms “Personal Data”, “Processor”, “Controller”, “Data Subjects” and “Processing” shall have the meaning set out in the General Data Protection Regulation EU 2016/679 (“GDPR”).

In so far as the Supplier, pursuant to the Work, may be the Processor of Personal Data belonging to Data Subjects contractually connected with TWMA (also referred to for the purposes of this Clause 16 as the Controller), the Parties agree and undertake the following:

(a) to comply with all applicable laws and regulations, directives and governmental requirements relating in any way to Processing of Personal Data applicable to the Controller and/or the Processor and the GDPR.

(b) The Controller shall:

i. be entitled to give the Processor instructions on the Processing, which instructions shall comply with this Agreement and applicable law;

ii. have the right to specify the purpose and means of Processing of Personal Data;

iii. confirm that it has provided the Processor with necessary information in order for the Processor to perform the Processing in compliance with this Clause 16.

(c) The Processor shall:

i. process the Personal Data only on behalf of the Controller and in accordance with documented instructions provided by the Controller, and not for any other purposes;

ii. cooperate with the Controller in providing reasonable assistance and information to allow the Controller to perform its obligations under the GDPR;

iii. maintain a record of all categories of Processing and provide same if reasonably requested by the Controller;

iv. assist the Controller in performing risk assessment if reasonably required;

v. assist the Controller in all reasonable and necessary ways to respond to a compliance request from a data protection supervisory authority;

vi. not Process or retain Personal data for longer than is necessary to perform Work;

vii. ensure its personnel are aware of the obligations under this clause 16 and GDPR;

viii. provide the Controller will all information necessary to demonstrate compliance;

ix. not sub-contract any of the Processing assigned by the Controller without express prior permission of the Controller and ensuring the sub-contractor is subject to compliance with GDPR and the same rights and obligations as those imposed in this Agreement;

x. not transfer Personal Data out with the European Economic Area without the express prior permission of the Controller and subject to the area having an adequate level of data protection as confirmed by the European Commission;

xi. ensure its information security system, policies, procedures, measures and training are suitable to comply with industry standard protection of Personal Data;

xii. to notify the Controller within Twenty-four (24) hours upon becoming aware of a Personal Data breach incident and to take necessary and reasonable corrective actions and cooperate with the Controller to prevent and mitigate any such a breach.

Supplier shall be responsible for initiating, maintaining, and supervising all safety precautions and programs for the employees, subcontractors, vendors, and other persons in connection with the Work. Supplier and its employees shall be familiar with TWMA’s site specific Safety and Health Rules and must sign the any relevant safety documentation as requested by TWMA before working at the site. TWMA shall incur no liability for, and Supplier hereby agrees to indemnify TWMA against, any causes of action, claim, liability, or cost, including legal fees, arising in whole or in part out of the furnishing of any first-aid facilities to Supplier’s employees or out of the failure to furnish such facilities.

(a) Supplier agrees to indemnify, defend and hold TWMA (including its officers, directors, employees, agents, affiliates, and customers), harmless from and against any and all liabilities, claims, costs, losses, damages or other expenses (including without limitation, reasonable legal expenses and settlement costs) which TWMA may hereafter incur, become responsible for or pay out as a result of death or bodily injuries to any person, damage to any property, pollution, spill, contamination of or adverse effects on the environment, or any violation of laws or regulations, caused in whole or in part, by a breach of any of Supplier's warranties or by any act or omission of Supplier, its employees, agents or its suppliers in the performance of this Agreement, except where such death, bodily injury or property damage was caused by TWMA under the circumstances set forth in Paragraph 18(b) below.

(b) TWMA agrees to indemnify, defend and hold Supplier (including officers, directors, employees, agents and affiliates of Supplier, harmless from and against any and all liabilities, claims, costs, losses, damages or other expenses (including without limitation, reasonable legal expenses and settlement costs) which Supplier may hereafter incur, become responsible for or pay out as a result of death or bodily injuries to any person, damage to any property, contamination of or adverse effects on the environment, or any violation of laws or regulations, caused solely by the negligence or wilful misconduct of TWMA in the performance of this Agreement.

(c) TWMA shall indemnify and hold harmless Supplier from TWMA’s own indirect losses and damages, and Supplier shall indemnify and hold harmless TWMA from Supplier’s own indirect losses and damages, regardless of any liability (whether strict or negligent) in whatever form attributable to either Party. Indirect losses and damages under this Agreement include (but are not limited to): loss of earnings, loss of business opportunity, loss of profit, loss of production, loss due to pollution and loss of goodwill.

Supplier is an independent entity and not an employee, agent, or partner of TWMA. This Agreement and any of the terms of the Contract shall not confer any employee, agent or partner status on Supplier.

Subject to the scope of supply under CONTRACT, the Supplier will maintain in force, with a reputable insurance company having its place of business within the same jurisdiction as Supplier, employers and workmen’s compensation insurance (where applicable); comprehensive third party liability insurance; public liability insurance;  product liability insurance; motor and vehicle insurance and professional indemnity insurance, to cover the liabilities that may arise under or in connection with its performance of the Contract including Rental Equipment and shall, on TWMA's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance. The foregoing requirements shall not be deemed a waiver of any of the foregoing requirements. This paragraph shall in no way limit provisions of Clause 18 above.

All notices and other communication required to be given in respect of this Agreement shall be in writing and be given to the representatives of each Party at their respective addresses shown on the Purchase Order Form and Invoice(s).

For the avoidance of any doubt, Supplier shall have full and exclusive liability for payment of any and all taxes and contributions relating to Supplier’s employees and unless specifically agreed to the contrary by the Parties, Supplier shall be liable for all taxes and duties that may be levied upon the manufacture, sale or delivery of the Work, and any materials, equipment, Services or supplies used in performance of Work under this Agreement. Supplier shall further be obliged to ensure that any applicable local taxes are included in any quoted prices, any failure to do so resulting in Supplier bearing any relevant costs incurred from non-inclusion of said taxes.

All documents, drawings, plans, specifications, and other technical data in whichever format (including copies thereof) prepared by Supplier in the performance of the Work shall become the property of the TWMA. All documents, drawings, plans, specifications, and other technical data in whichever format (including copies thereof) prepared for or provided to Supplier by TWMA for the performance of the Work shall not be used by Supplier for the purpose of the Work and shall be returned to TWMA when the Work is completed. No materials (or copies thereof) under this Clause 23 shall be disclosed to any third Party without TWMA’s prior written consent.

Subject to Clause 14 above relating to Rental Equipment, either party may, at any time, terminate this Agreement for convenience by giving the other Party no less than twenty-eight (28) days’ written notice or verbal notice confirmed in writing.

(a) If TWMA terminates for convenience, TWMA will reimburse Supplier:

i. For all Work performed up to the date of termination; and

ii. those costs not in excess of the Contract Price which were previously incurred by Supplier in good faith in connection with the Work, including a reasonable allowance for documented necessary expenses incurred by Supplier as a result of such termination.

(b) If Supplier terminates this Agreement for convenience, it shall reimburse TWMA any sums paid in advance by TWMA under the Contract to Supplier for Work that due to termination shall not be wholly completed or remains partially completed (if applicable) or Goods that have not been delivered or remain partially delivered, including where necessary any reasonable allowances for documented necessary expenses incurred by TWMA as a result of such termination.

(c) In the event of any partial delivery of Goods at the time of termination by Supplier under this Clause 24, TWMA shall have the right, but not the obligation, to either:

i. retain any Goods already delivered with no further charge; or

ii. return such Goods to Supplier in exchange for full reimbursement (calculated on a unit-by-unit basis) of any amounts paid by TWMA to Supplier for such Goods.

(d) TWMA may suspend the Work in whole or in part at its convenience giving Supplier no less than five (5) days’ written notice, documenting the reasons for such suspension. Except for circumstances beyond the reasonable control of TWMA, if the Work is suspended, delayed or interrupted by TWMA and if Supplier is subsequently authorised by TWMA to resume the Work, equitable adjustment may be made to the Contract Price.

(e) Notwithstanding TWMA’s right of termination for convenience, if this Agreement is terminated as a result of any Supplier default, TWMA shall have, in addition to remedies available for it at law or in equity, the right to cure any such default and may offset any expense or damages it incurs against any amounts due or to become due to Supplier (including the Contract Price).

Neither of the Parties shall be deemed in breach of any of the provisions of this Agreement or the Contract to the extent that the Party in question can establish that the fulfilment of such an obligation (whether partly or fully) has been prevented by a Force Majeure Event. If such force majeure event continues for a period in excess of sixty (60) days then either party shall be entitled to terminate the Contract.

(a) Supplier shall not assign this Agreement or any portion thereof without receiving the prior written approval of TWMA. Any attempted assignment in violation of this paragraph shall be null and void and any proposed subcontracts for Work must be submitted to TWMA for prior approval.

(b) TWMA may, giving Supplier no less than twenty-eight (28) days’ written notice, assign its rights and obligations under this Agreement to an affiliate, subsidiary or third party.

No waiver by TWMA of any terms, provisions, or conditions hereof shall be valid unless in writing and signed by a duly authorised representative of TWMA. No such waiver shall operate as a waiver of any subsequent violation of the same or any other provision hereof.

The Supplier shall comply and shall take all reasonable checks to ensure any of its subcontractors comply with TWMA’s Code of Conduct and/or have its own Code of Conduct which contains minimum standards which are similar or equal to the standards set down in TWMA’s Code of Conduct and also with all applicable laws and regulations in performance with the Work.  Without prejudice to generality, this includes, but is not limited to:

28.1.        Bribery, Fraud, Corruption and Corrupt Practices.

The Supplier shall comply with all applicable laws, statutes and regulations relating to the prevention of bribery, fraud, corruption, and corrupt practices (including but not limited to the Bribery Act 2010 and US Foreign Corrupt Practices Act 1977).

To that end, the Supplier shall not accept, offer, promise, pay, permit or authorise:

(a) bribes, facilitation payments, kickbacks or illegal political contributions;

(b) money, goods, services, entertainment, employment, contracts or other things of value, in order to obtain or retain improper advantage; or

(c) any other unlawful or improper payments or benefits.

28.2         Slavery, human trafficking, and child labour.

The Supplier shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations [and codes] from time to time in force [including [but not limited to] the Modern Slavery Act 2015] in any part of its supply chain. This includes, but is not limited to, not supporting or engaging or requiring any forced labour, the use of child labour, bonded labour, indentured labour and prison labour.

28.3         Human rights.

The Supplier shall comply with all internationally recognised human rights understood, at a minimum, as those expressed in the International Bill of Human Rights and the principles concerning fundamental rights set out in the International Labour Organisation's Declaration on Fundamental Principles and Rights at Work from time to time in force.

28.4         Equal Opportunities, Diversity & Inclusion.

TWMA is an equal opportunities employer and Suppliers shall not discriminate in hiring, compensation, training, advancement or promotion, termination, retirement or any employment practice based on race, caste, colour, national origin, gender, gender identity, sexual orientation, religion, age, marital or pregnancy status, disability, union membership or political affiliation or any other characteristic other than the worker's ability to perform the job subject to any accommodations required or permitted by law.

28.5         Freedom of association and collective bargaining.

The Supplier shall respect, and shall not interfere with, the right of workers to decide whether to lawfully associate with groups of their choice, including the right to form or join trade unions and to engage in collective bargaining.

28.6         Working environment.

The Supplier shall provide a safe, healthy, and sanitary working environment and comply with UK health and safety laws and any other relevant laws where it operates. This includes, but is not limited to, implementing general and relevant industry-specific procedures and safeguards to prevent workplace hazards and work-related accidents and injuries. Where such hazards cannot be adequately prevented or controlled, the Supplier shall provide workers with appropriate personal protective equipment to protect against hazards typically encountered in that scope of work.

28.7         Wages and remuneration.

The Supplier must compensate all workers with wages, including overtime premiums, and benefits that at a minimum meet the higher of:

(a) the minimum wage and benefits established by applicable law;

(b) collective agreements;

(c) industry standards; and

(d) an amount sufficient to cover basic living requirements.

28.8         Unfair Business Practices.

The Supplier shall comply with all applicable competition laws (including but not limited to the Competition Act 1998), including but not limited to those relating to teaming and information sharing with competitors, price fixing and rigging bids.

28.9         Anti-facilitation of tax evasion.

The Supplier shall during the term of this agreement not engage in any activity, practice or conduct which would constitute either:

(a) a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or

(b) a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017.

The Supplier shall routinely conduct a satisfactory due diligence over itself and its own supply chain to ensure that all minerals and materials are sourced from responsible and conflict free sources only.  Minerals or materials used in the provision of Goods or Services pursuant to this Agreement should not be conflict minerals or materials sourced from politically unstable areas, whereby the minerals may be used to finance armed groups, fuel forced labour and result in other human rights abuses, corruption and money laundering.

The Supplier shall promote the values of integrity, honesty, respect and transparency into its Social responsibility undertakings which result in a positive impact on the communities it serves or conducts business in.  This includes recognising and protecting the social interests within its community over areas as listed in clause 28 and other such as involuntary resettlement, indigenous peoples, labour, and occupational and community health and safety.

31.1         The Supplier shall ensure that:

(a) its operations comply with all applicable environmental laws, including laws and international treaties relating to (but not limited to) waste disposal, emissions, discharges and the handling of hazardous and toxic materials;

(b) the goods it manufactures (including the inputs and components that it incorporates into its goods) comply with all applicable environmental laws and treaties; and

(c) it will only use packaging materials that comply with all applicable environmental laws and treaties.

31.2         The Supplier shall have in place a suitable environmental management system for managing its environmental risks to combat the adverse effects of climate change.  As a minimum, the system should include and address the following: an assessment of the environmental impact of all historical, current and likely future operations;

(a) steps to continuously improve environmental performance, reduce pollution, reduce greenhouse gases and other emissions and waste;

(b) measures to reduce the use of all raw materials, energy and supplies; and

(c) raising awareness and training workers in environmental matters]

The Supplier shall conduct regular monitoring on itself and ensure that any its agents, consultants, contractors, subcontractors or other persons engaged in performance of the Supplier's obligations under this agreement do so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Agreement. In the event of breach of any relevant terms pursuant to providing Goods or Services under this Agreement, the Supplier shall promptly notify TWMA in writing of the nature of the breach and the corrective steps taken by the Supplier to correct such breach.  The Supplier shall be responsible for the observance and performance by such persons of the relevant terms and shall be directly liable to the Customer for any breach by such persons of any of the relevant terms.

Unless otherwise agreed this Agreement shall be governed and interpreted in accordance with the law of the jurisdiction in which TWMA is registered and doing business with the Supplier.  For Purchase Orders issued in the UK, the laws of Scotland will regulate; for Purchase Orders issued in the UAE, the laws of the UAE will regulate the contractual relationship between the parties pursuant to this Agreement. Disputes arising in connection with this Agreement shall be settled by mutual agreement in the first instance following good faith discussions between the Parties, failing which settlement shall be achieved by referral to ordinary judicial proceedings within the jurisdiction stated herein.