SENSORY EDUCATION LIMITED TERMS AND CONDITIONS FOR SUPPLIERS (June 2017)
No terms or conditions submitted at any time by the Supplier shall form any part of the Contract.
In the event of a conflict between any of these Conditions and any specific term or condition referred to in the
Purchase Order (excluding any reference to the Supplier’s Ts & Cs which are expressly excluded from the
Contract), the latter shall prevail.
1. DEFINITIONS
1.1 In these Conditions:
"Contract" means the contract between SENSORY EDUCATION LIMITED and the Supplier consisting of the Purchase Order, these
Conditions, and any other documents (or parts thereof) specified in the Purchase Order;
"Delivery Date" means the date on which the Goods and / or Services are to be delivered to SENSORY EDUCATION LIMITED, nominated freight
forwarder or customer as specified in the Purchase Order;
"Goods" means any such goods (including software) supplied to SENSORY EDUCATION LIMITED by the Supplier pursuant to or in
connection with the Purchase Order;
“Media Platforms” means all marketing media where Goods and / or Services are offered for sale by SENSORY EDUCATION LIMITED
including but not limited to catalogues, flyers, carrier sheets, websites, trade shows, educational
publications, etc;
"Price" means the price of the Goods and / or Services as specified in the Purchase Order;
"Purchase Order" means the document setting out SENSORY EDUCATION LIMITED' requirements for the Contract;
“Services” means any such services supplied to SENSORY EDUCATION LIMITED by the Supplier pursuant to or in connection with the
Purchase Order;
"Supplier" means the person, firm or company who is the supplier of the Goods and / or Services named in
the Purchase Order;
“Supplier Manual” means the manual issued by SENSORY EDUCATION LIMITED from time to time setting out the manner in which SENSORY EDUCATION LIMITED
requires its suppliers to perform Services and provide Goods to SENSORY EDUCATION LIMITED;
"SENSORY EDUCATION LIMITED" means SENSORY EDUCATION LIMITED 312 Summer Lane,Birmingham,B19 3RH
“SENSORY EDUCATION LIMITED Own Developed Product” a product which has been fully designed by SENSORY EDUCATION LIMITED or its advisors where SENSORY EDUCATION LIMITED own
full intellectual property and design rights.
1.2 The headings in these Conditions are for convenience only and shall not affect its construction or
interpretation.
2. VARIATION
2.1 These Conditions may only be varied with the written agreement of SENSORY EDUCATION LIMITED.
2.2 SENSORY EDUCATION LIMITED reserves the right by reasonable notice to the Supplier to vary the Goods and / or Services detailed in
the Purchase Order and any alteration to the Price or delivery date arising by reason of such modification
shall be agreed between the parties and evidenced in writing.
2.3 The Contract shall become binding and these Conditions shall be deemed to have been accepted by the
Supplier on the acceptance of the Purchase Order by the Supplier (either verbally or in writing) or on delivery
of the Goods and / or Services, whichever is the earlier.
3. GOODS
3.1 The Supplier warrants and represents to SENSORY EDUCATION LIMITED that the Goods shall:
3.1.1 conform in all respects with any particulars or specification specified in the Purchase Order including
any variations;
3.1.2 conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time
to time in force;
3.1.3 be of satisfactory quality and free from defects in materials and workmanship; and
3.1.4 be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular
purpose made known to the Supplier by SENSORY EDUCATION LIMITED and SENSORY EDUCATION LIMITED relies on the skill and judgement of the Supplier
in the supply of the Goods and the execution of the Purchase Order.
3.2 SENSORY EDUCATION LIMITED may require the Supplier to replace or provide a spare part in relation to Goods where a fault has
occurred. The Supplier agrees to hold spare parts for a period in line with the warranty on the Goods supplied
to SENSORY EDUCATION LIMITED.
3.3 The Supplier shall submit to SENSORY EDUCATION LIMITED details of all changes to the Goods that affect form, fit, function,
maintainability, reliability or appearance at least thirty (30) days before such changes are implemented. SENSORY EDUCATION LIMITED
may, at its option, decline to accept such changes incorporated into the Goods and withdraw such Goods
from sale unless and until such changes have been accepted in writing by SENSORY EDUCATION LIMITED.
3.4 Where the Supplier supplies a SENSORY EDUCATION LIMITED Own Developed Product changes must only be made when requested by
SENSORY EDUCATION LIMITED or agreed in writing by SENSORY EDUCATION LIMITED prior to placing a Purchase Order. SENSORY EDUCATION LIMITED reserves the right to reject Goods
that have been changed without previous agreement.
4. SERVICES
4.1 From time to time SENSORY EDUCATION LIMITED may request the Supplier provide technical support, documentation or training in
relation to products supplied to SENSORY EDUCATION LIMITED customers. The Supplier agrees to support SENSORY EDUCATION LIMITED in any such requirement.
4.2 The Supplier may need to attend a SENSORY EDUCATION LIMITED customer’s premises to install the Goods. In additional the other
obligations under the Contract, the Supplier’s employees shall have the skills necessary to perform the
Services and shall at all times behave in a way mindful of the SENSORY EDUCATION LIMITED customer’s property. Any accommodation,
subsistence, travelling and other expenses incurred by or on behalf of the Supplier in providing the Services
shall be borne by the Supplier.
5. SOFTWARE
5.1 Where Goods constitute software unless the Supplier specifies otherwise, the Supplier shall be deemed to be
supplying the said software to SENSORY EDUCATION LIMITED to distribute under licence to SENSORY EDUCATION LIMITED’ customers on SENSORY EDUCATION LIMITED’ then current
standard terms and conditions of software licence.
5.2 Where the Supplier releases a new version of the said software at a time when SENSORY EDUCATION LIMITED holds an inventory of the
previous version the Supplier shall if requested by SENSORY EDUCATION LIMITED grant SENSORY EDUCATION LIMITED a full refund for the previous version of the
Goods held as inventory and accept its return.
6. PRICE
6.1 The Supplier represents that the Prices charged on every purchase order are those agreed with SENSORY EDUCATION LIMITED during
annual pricing negotiations and will be fixed for the period of 1st January to the 31st December each year. The
Supplier also confirms the Prices will not increase during the calendar year once agreed. SENSORY EDUCATION LIMITED may wish to renegotiate lower costs during this period subject to increases in sales volume and/or re-engineering of product
specification or contents.
6.2 Payment shall not constitute acceptance of non-conforming Goods and / or Services.
6.3 Unless expressly agreed otherwise between the parties in writing, the Price are exclusive of Value Added Tax
which will be added to Supplier’s invoices by Supplier at the ruling rate at time of Invoice of the
Goods/Services where applicable.
6.4 Unless otherwise agreed in writing by SENSORY EDUCATION LIMITED, the Supplier shall render a separate invoice in respect of each
consignment of the Goods delivered under the Purchase Order. SENSORY EDUCATION LIMITED undertakes to pay correctly submitted
invoices within sixty (60) days (unless otherwise agreed between the parties) of receipt from the day of physical or
electronic arrival at the nominated address of SENSORY EDUCATION LIMITED. Invoices shall not be rendered by the Supplier until completion
of delivery of all the Goods which are the subject of the Purchase Order.
6.5 A valid invoice is one that is:
- that is for the correct Price;
- in respect of Goods / Services supplied or delivered to the required quality;
- which quote the relevant Purchase Order number;
- which has been delivered to the nominated address.
6.6 SENSORY EDUCATION LIMITED specifically reserves the right to withhold or deduct by way of set-off or otherwise from any monies due
or to become due to the Supplier any monies due to SENSORY EDUCATION LIMITED from the Supplier.
6.7 No payment of or on account of the Price shall constitute any admission by SENSORY EDUCATION LIMITED as to proper performance by
the Supplier of its obligations under the Contract.
7. DELIVERY
7.1 The Goods shall be delivered to the place named on the Purchase Order. Delivery shall be completed when
the Goods have been unloaded at the point of delivery specified in the Purchase Order and delivery has been
accepted by SENSORY EDUCATION LIMITED or its authorised representative.
7.2 Where any access to the premises is necessary in connection with delivery or installation, the Supplier and its
sub-contractors shall at all times comply with the reasonable requirements of SENSORY EDUCATION LIMITED and its applicable
customers.
7.3 The time of delivery shall be of the essence for the purposes of the Contract and failure to deliver by the
Delivery Date shall enable SENSORY EDUCATION LIMITED (at its option) to release itself from any obligation to accept and pay for the
Goods and / or Services and/or to cancel all or part of the Goods and / or Services under the Purchase
Order, in either case without prejudice to its other rights and remedies.
7.4 The Supplier's failure to effect delivery on the Delivery Date specified shall entitle SENSORY EDUCATION LIMITED to purchase substitute
Goods and / or Services and to hold the Supplier accountable for any and all loss and/or additional costs
incurred as a result of such failure.
7.5 Failure by SENSORY EDUCATION LIMITED to exercise its options under Conditions 7.3 and/or 7.4 in respect of any part of a Purchase
Order shall not be deemed to constitute a waiver with respect to any subsequent part of that Purchase Order.
7.6 If Goods and / or Services are delivered before the Delivery Date, SENSORY EDUCATION LIMITED shall be entitled to its sole discretion
to refuse to take delivery or to charge for insurance and storage of the Goods until the Delivery Date.
7.7 Unless otherwise stated in the Purchase Order, the Supplier is responsible for obtaining and the cost of all
the export and import licences for the Goods and / or Services, and in the case of the Goods and / or
Services supplied from outside the UK, the Supplier shall ensure that accurate information is provided to SENSORY EDUCATION LIMITED
as to the country of origin and the Supplier shall be liable for additional duties or taxes should the country of
origin prove to be different to the one stated.
8. TITLE AND RISK
8.1 Supplier shall deliver the Goods at its risk to the premises stated on the Purchase Order, agreed with SENSORY EDUCATION LIMITED or
otherwise stated by SENSORY EDUCATION LIMITED (e.g., where Goods consist of tooling equipment SENSORY EDUCATION LIMITED may require the Goods to
remain on premises owned or controlled by the Supplier). Risk in all Goods shall remain with the Supplier:
8.1.1 at all times in respect of any Goods that are not delivered to premises on the Purchase Order; and
8.1.2 in respect of Goods to be delivered to premises owned or controlled by SENSORY EDUCATION LIMITED, until such time as the
Goods have been safely delivered to those premises and SENSORY EDUCATION LIMITED has signed a delivery note
acknowledging safe receipt.
8.2 Where a SENSORY EDUCATION LIMITED nominated Freight Forwarder is used to ship the Goods the agreed Incoterms shall apply in
regard to risk.
8.3 Where the Supplier is responsible for risk in any Goods and any such Goods become damaged, lost or
stolen, the Supplier shall forthwith notify SENSORY EDUCATION LIMITED of the same and, at SENSORY EDUCATION LIMITED’ absolute discretion and free of charge,
either replace such Goods or refund any monies paid by SENSORY EDUCATION LIMITED in respect of any such Goods.
8.4 Title to any Goods shall pass to SENSORY EDUCATION LIMITED upon payment for the Goods (whether or not delivered to premises
owned or controlled by SENSORY EDUCATION LIMITED). SENSORY EDUCATION LIMITED shall be entitled at any time and without notice to enter onto any premises
at which any Goods are stored in respect of which title has passed to SENSORY EDUCATION LIMITED in order to retake possession of
such Goods.
8.5 The Supplier shall forthwith mark any Goods that have become the property of SENSORY EDUCATION LIMITED if instructed to do so by
SENSORY EDUCATION LIMITED at any time (e.g., to identify that SENSORY EDUCATION LIMITED is the owner of such Goods).
8.6 Until full payment has been received by Supplier from SENSORY EDUCATION LIMITED for the Goods:
8.6.1 legal and beneficial ownership of the Goods shall remain vested in Supplier;
8.6.2 where the Goods have been delivered to SENSORY EDUCATION LIMITED, SENSORY EDUCATION LIMITED shall keep the Goods properly stored, protected
and insured; and
8.6.3 SENSORY EDUCATION LIMITED may resell or use the Goods in the ordinary course of its business (only), but Supplier shall be
legally and beneficially entitled to the proceeds of sale.
9. DAMAGE IN TRANSIT
9.1 On despatch of any consignment of the Goods, the Supplier shall send to SENSORY EDUCATION LIMITED at the address for delivery of
the Goods, an advice note specifying the means of transport, the place and date of despatch, the number of
packages and their weight and volume.
9.2 The Supplier shall, free of charge and as quickly as possible, either repair or replace (as SENSORY EDUCATION LIMITED shall elect in its
sole discretion) such of the Goods as may either be damaged in transit or having been placed in transit fail to
be delivered to SENSORY EDUCATION LIMITED provided that:
9.2.1 in the case of damage to such Goods in transit SENSORY EDUCATION LIMITED shall within seven (7) days of delivery give notice
to the Supplier that the Goods have been damaged; and
9.2.2 in the case of non-delivery SENSORY EDUCATION LIMITED shall (provided that SENSORY EDUCATION LIMITED has been advised of the despatch of the
Goods) within seven (7) days of the notified date of delivery give notice to the Supplier that the Goods
have not been delivered.
10. SCHEDULING
10.1 The “Delivery Date” means, unless otherwise agreed in writing, the delivery date for the Goods and/or
Services to be delivered into SENSORY EDUCATION LIMITED specified location. For Suppliers outside of the United Kingdom the
“Delivery Date” specified on the Purchase Order means the date of which the Goods and/or Services should
be despatched to the agreed freight forwarder.
10.2 Unless otherwise agreed, the Delivery Date shall be consistent with Supplier’s normal lead times for the
quantity of Goods ordered. Supplier shall use its best endeavours to achieve the Delivery Date and will,
except in extreme cases, not exceed any maximum lead time which may be specified. If SENSORY EDUCATION LIMITED requests
delivery with less than the normal lead time specified by Supplier to meet a special requirement, including the
replacement of Goods lost or damaged in shipment, Supplier will use its reasonable efforts to expedite
delivery provided however that SENSORY EDUCATION LIMITED shall not pay any additional charges or costs for expediting the delivery
unless such charges or costs have been previously accepted in writing by SENSORY EDUCATION LIMITED.
10.3 Time of delivery is of the essence of all Purchase Orders. The Supplier shall notify SENSORY EDUCATION LIMITED in writing if at any
time Supplier believes that delivery will be delayed for any reason. However, delivery up to five (5) days either
side of the specified schedule is acceptable.
10.4 SENSORY EDUCATION LIMITED shall monitor delivery performance on a regular basis. In the event of persistent late or incomplete
delivery the Supplier shall be in breach of Clause 10.3 and SENSORY EDUCATION LIMITED shall, at its absolute discretion, either: (1)
cancel all purchases of such Goods that are the subject of existing Purchase Orders without any liability and
immediately remove the relevant Product from its Media Platforms and not subsequently purchase such
Goods from the Supplier; or (2) charge the Supplier a sum set by SENSORY EDUCATION LIMITED (acting reasonably) per day of delay or
part delivery as liquidated damages, which the Supplier acknowledges and agrees is a genuine pre-estimate
of SENSORY EDUCATION LIMITED’ loss caused by such delay or part delivery.
11. RE-SCHEDULING
SENSORY EDUCATION LIMITED may request without charge to re-schedule delivery of any Purchase Order by written and/or verbal
notice to the Supplier at any time prior to the despatch of the Goods. Any such re-schedule will need to be
agreed by both the Supplier and SENSORY EDUCATION LIMITED prior to taking place.
12. INSPECTION, REJECTION AND GUARANTEE
12.1 Nothing contained in these Conditions shall in any way detract from the Supplier's obligations under common
law or statute or any express warranty or condition contained in the Purchase Order.
12.2 The Supplier shall permit SENSORY EDUCATION LIMITED or its authorised representatives to make any inspections or tests it may
reasonably require in relation to the Goods and the Supplier shall afford all reasonable facilities and
assistance free of charge at SENSORY EDUCATION LIMITED's premises. The Supplier shall make good any defects or deficiencies in the
event of any failure (in the sole opinion of SENSORY EDUCATION LIMITED) to comply with the terms of the Purchase Order or the
Contract. No failure to make a complaint at the time of such inspection or tests and no approval given during
or after such tests or inspections shall constitute a waiver by SENSORY EDUCATION LIMITED of any rights or remedies in respect of the
Goods and / or Services.
12.3 SENSORY EDUCATION LIMITED may by written notice to the Supplier reject any of the Goods which fail to meet the requirements in the
Contract. Such notice shall be given within a reasonable time after delivery to SENSORY EDUCATION LIMITED of the relevant Goods. If
SENSORY EDUCATION LIMITED rejects any of the Goods pursuant to this Condition 12.3, the Supplier shall at SENSORY EDUCATION LIMITED' sole option (without
prejudice to its other rights and remedies) either:
12.3.1repair the defective Goods as quickly as possible or (as SENSORY EDUCATION LIMITED shall elect in its sole discretion) replace
the defective Goods with Goods which comply in all respects with the requirements under the Contract;
or
12.3.2refund to SENSORY EDUCATION LIMITED the Price in respect of the defective Goods.
12.4 The Supplier shall guarantee the Goods and / or Services for a period of twelve (12) months from installation
or delivery (subject to any alternative guarantee arrangements agreed in writing between SENSORY EDUCATION LIMITED and the
Supplier). If SENSORY EDUCATION LIMITED shall, within such guarantee period or within thirty (30) days thereafter, give notice in writing
to the Supplier of any defect in any of the Goods and / or Services that have arisen during the guarantee
period under proper and normal use, the Supplier shall (without prejudice to any of SENSORY EDUCATION LIMITED' other rights and
remedies) as quickly as possible remedy such defects (whether by repair or replacement as SENSORY EDUCATION LIMITED shall elect
in its sole discretion) without cost to SENSORY EDUCATION LIMITED.
12.5 Any Goods rejected or returned by SENSORY EDUCATION LIMITED pursuant to this Clause 12 shall be returned to the Supplier at the
Supplier's risk and expense.
13. ACCEPTANCE
13.1 SENSORY EDUCATION LIMITED reserves the right to inspect the Goods on or immediately after delivery and within a reasonable time
after delivery to reject deliveries or any part of any delivery which does not conform as to quantity, quality and
description with the particulars of the Purchase Order of any Goods or Services specification.
13.2 Where Goods have been developed, modified, enhanced or altered in any way to suit the requirements of
SENSORY EDUCATION LIMITED, the parties shall agree acceptance tests and a timetable for acceptance (“Acceptance Criteria”). Any
such Goods delivered shall be deemed to have been accepted by SENSORY EDUCATION LIMITED when the relevant Acceptance Criteria
have been satisfied.
13.3 Any Goods rejected under Clauses 10.1 and/or 10.2 above shall (1) be collected by the Supplier from SENSORY EDUCATION LIMITED at
the Supplier’s cost and expense in a prompt and timely manner and, in any event, by no later than the date
reasonably specified by SENSORY EDUCATION LIMITED (“Cut-Off Date”) and (2) shall promptly be replaced by the Supplier at its
expense and this Clause 13 shall apply to any such replacements as if they were the Goods originally
delivered. In the event that the Supplier fails to collect the Goods by the Cut-Off Date, SENSORY EDUCATION LIMITED shall have the
right to dispose of the Goods at its absolute discretion without liability and to use any proceeds to offset any
disposal costs.
14. WARRANTY
Supplier warrants to SENSORY EDUCATION LIMITED that:
14.1 It has the right to enter into any Purchase Order and that Supplier’s performance shall not violate the terms of
any other licence contract or other obligation to which Supplier is a party;
14.2 The Goods shall be new, conform to the relevant specification and be free from defects in workmanship and
materials if properly used in accordance with procedures described in any documentation supplied by the
Supplier for a period which expires twelve (12) months after delivery to SENSORY EDUCATION LIMITED’ customers. Upon written notice
from SENSORY EDUCATION LIMITED of Goods (or part) that fails to meet the foregoing warranty, Supplier shall forthwith at its expense,
repair or replace such Goods(s).
14.3 Where Goods constitute software, Clause 14.2 above shall not apply and the Goods are warranted instead to
conform substantially to their published functional specification if properly used in accordance with
procedures described in any documentation supplied by the Supplier for a period expiring ninety (90) days
from the date of installation by SENSORY EDUCATION LIMITED’ customer. During such period the Supplier shall, at its own expense and
at SENSORY EDUCATION LIMITED’ option correct any non-conforming software or replace the software or grant SENSORY EDUCATION LIMITED a full refund. This
warranty is subject to the following conditions:
14.3.1 Damage resulting from or aggravated by negligence or misuse by SENSORY EDUCATION LIMITED or its customer is excluded
from this warranty; and
14.3.2 Any unauthorised modification of the software shall void this warranty;
14.4 All Goods delivered to SENSORY EDUCATION LIMITED shall comply with the applicable British Standards, European Standards and as
otherwise required by SENSORY EDUCATION LIMITED from time to time (including without limitation as specified in the Supplier Manual).
Supplier shall obtain and maintain at its own expense all applicable listings, certificates and approvals in the
Supplier’s own name. This is not applicable in the following circumstances:
14.4.1 When the product is a SENSORY EDUCATION LIMITED Own Developed Product;
14.4.2 Where an exception has previously been agreed in writing;
14.5 Unless otherwise agreed, where Goods have been installed at the customer’s premises, the Supplier agrees
to provide spare parts and maintenance services for the Goods for a period of not less than five (5) years
from the date of the date of installation.
14.6 It shall use all reasonable skill and care in carrying out the Services. Upon written notice from SENSORY EDUCATION LIMITED of
Services (or part) that are not in conformance with the foregoing warranty the Supplier shall promptly at its
expense re-perform the Services to the required standard of performance;
14.7 It has and shall pass to SENSORY EDUCATION LIMITED good title for the Goods free and clear of all liens and encumbrances;
14.8 The Goods do not infringe any patent, copyright, or design right or otherwise violate the intellectual property
rights of any third party;
14.9 No claim or action is pending or threatened against Supplier, or to Supplier’s knowledge against any licensor
or supplier of Supplier that would adversely affect the right of SENSORY EDUCATION LIMITED or any customer of SENSORY EDUCATION LIMITED to use the Goods
for their intended use;
14.10 All Goods shall comply with the Restriction of the Use of Certain Hazardous Substances in Electrical and
Electronic Equipment Regulations 2012 and Statutory Instrument 2005 No.2748 (The Restriction of the Use
of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2005).
15. LABELLING AND PACKAGING
15.1 The Goods shall be packed and marked in a proper manner and in accordance with SENSORY EDUCATION LIMITED' instructions and
any statutory requirements and any requirements of the carriers. In particular the Goods shall be marked
with the Purchase Order number, the net, gross and the weights, details of the contents shall be clearly
marked on each container and all containers of hazardous goods (and all relating documents) shall bear
prominent and adequate warnings. The Supplier shall indemnify and keep indemnified SENSORY EDUCATION LIMITED against all
actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and
disbursements) which SENSORY EDUCATION LIMITED may suffer or incur as a result of or in connection with any breach of this Clause
15.1.
15.2 All packaging materials will be considered non-returnable and will be destroyed unless the Supplier's advice
note states that such materials will be charged for unless returned. SENSORY EDUCATION LIMITED accepts no liability in respect of the
non-arrival at the Supplier's premises of empty packages returned by SENSORY EDUCATION LIMITED.
15.3 Goods shall be packaged in accordance with the Supplier Manual, or as otherwise reasonably directed by
SENSORY EDUCATION LIMITED, and in such a way as to ensure that the Goods arrive undamaged and to ensure subsequent safe
protection of Goods in storage at no additional cost to SENSORY EDUCATION LIMITED.
15.4 Supplier shall include with each delivery an advice note listing contents including Purchase Order number,
serial numbers, product codes, descriptions and quantities to allow for review of contents upon receipt. In the
case of Direct Despatch deliveries Suppliers must use the SENSORY EDUCATION LIMITED branded PDF despatch note provided or
create an electronic version with SENSORY EDUCATION LIMITED branding as agreed with the Direct Despatch Buyer.
15.5 Advice notes must be sent on the date of despatch of the Goods and invoices shall be issued no earlier than
the Delivery Date on the Purchase Order unless otherwise agreed. In the event that an invoice is issued
earlier than the Delivery Date then it shall not be deemed received by SENSORY EDUCATION LIMITED until the Delivery Date.
16. INTELLECTUAL PROPERTY
16.1 Supplier shall indemnify and hold SENSORY EDUCATION LIMITED, SENSORY EDUCATION LIMITED’ subsidiaries, distributors, agents and customers harmless from
all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and
disbursements) which SENSORY EDUCATION LIMITED may suffer or incur as a result of or in connection with any action based on actual
or alleged infringement by the Goods of any patent, copyright, design right, trade mark, trade secret or other
proprietary interest unless the Goods are SENSORY EDUCATION LIMITED Own Developed Products.
16.2 SENSORY EDUCATION LIMITED shall give the Supplier prompt notice of any claim or action and shall provide reasonable assistance to
the Supplier at the Supplier’s request and expense in defending such action or claim. If an injunction is
granted or in Supplier’s reasonable opinion is likely to be granted which prohibits the use or sale of the Goods
by reason of any matter covered in this Clause, then Supplier shall at its expense either:
16.2.1 procure for SENSORY EDUCATION LIMITED and its customers (whether direct or indirect) the right to continue using the Goods;
or
16.2.2 modify the Goods so that they become non-infringing (providing the modified Goods continue to
conform with the relevant specification); or
16.2.3 substitute equivalent non-infringing products; or
16.2.4 if none of 16.2.1 – 16.2.3 are reasonably available, SENSORY EDUCATION LIMITED may return the Goods to the Supplier and
Supplier shall refund the Price of such products to SENSORY EDUCATION LIMITED.
16.3 Notwithstanding the foregoing, the Supplier shall have no liability to SENSORY EDUCATION LIMITED for actual or claimed infringement
arising out of:
16.3.1 compliance with detailed designs, plans or specifications furnished by SENSORY EDUCATION LIMITED unless such
infringements arise independently out of such designs, plans or specifications;
16.3.2 use of the Goods in combination with other equipment or software not reasonably contemplated by
the Supplier;
16.3.3 use of the Goods in any process not reasonably contemplated by the Supplier.
16.4 All materials, equipment, software, inventions, specifications, instructions, plans or any form of intellectual
property right in any of the foregoing ("Intellectual Property"):
16.4.1 furnished to or made available to the Supplier by SENSORY EDUCATION LIMITED pursuant to the Purchase Order are hereby
assigned to and shall remain vested solely in SENSORY EDUCATION LIMITED; and
16.4.2 the Supplier shall not (except to the extent necessary for the implementation of the Purchase Order)
without prior written consent of SENSORY EDUCATION LIMITED, use or disclose any such Intellectual Property or any
information (whether or not relevant to the Contract) which the Supplier may obtain pursuant to the
Contract and in particular (but without prejudice to the generality of the foregoing) the Supplier shall
not refer to SENSORY EDUCATION LIMITED or the Contract in any advertisement without SENSORY EDUCATION LIMITED's prior written agreement.
16.5 Tools, equipment software documentation or other materials which may be supplied by SENSORY EDUCATION LIMITED to the Supplier
for the purposes of assisting the Supplier in the performance of any Purchase Order whether separately listed
or not, shall be made available pursuant to the terms and conditions of the SENSORY EDUCATION LIMITED’ loan agreement which is
available upon request and shall be used by Supplier solely in its performance of its obligations hereunder.
SENSORY EDUCATION LIMITED will own all intellectual property rights on all such items.
16.6 All Intellectual Property Rights created or invented by the Supplier (including but not limited to inventions
processes and programs) whether patentable or not, know-how, designs, trade marks, drawings and
copyright in documents of any description as a result of or in the performance of any Purchase Order shall be
the exclusive property of SENSORY EDUCATION LIMITED from the date of creation and the Supplier shall to the extent that it is necessary
promptly execute any document properly required to vest any such intellectual property legally in SENSORY EDUCATION LIMITED and
SENSORY EDUCATION LIMITED shall bear the costs thereof.
16.7 The intellectual property rights, including but not limited to patents, trade marks, registered design rights and
copyright in the Goods and / or Services, and any documents or other materials provided by Supplier relating
to the Goods and / or Services (“Supplier IP”), shall belong to the Supplier. SENSORY EDUCATION LIMITED shall not infringe any
Supplier IP.
16.8 The Supplier shall grant SENSORY EDUCATION LIMITED a non-exclusive licence of its applicable Intellectual Property for the promotion
and sale of the Goods and / or Services for the duration of the Contract. At the termination / expiry of the
Contract, SENSORY EDUCATION LIMITED shall continue to be allowed to use any Intellectual Property in printed materials (such as
catalogues) as long as it is removed from further print runs.
16.9 The terms and conditions of this Clause shall survive the expiration or termination of any Purchase Order for
any reason whatsoever
17. HEALTH AND SAFETY
17.1 The Supplier represents and warrants to SENSORY EDUCATION LIMITED that the Supplier has satisfied itself that:
17.1.1 all necessary tests and examinations have been made or will be made prior to delivery of the Goods to
ensure that the Goods are designed, manufactured, supplied and installed so as to be safe and
without risk to the health or safety of persons using the same; and
17.1.2 that it has made available to SENSORY EDUCATION LIMITED adequate information about the use for which the Goods have been
designed and have been tested and about any conditions necessary to ensure that when put to use
the Goods will be safe and without risk to health.
17.2 In any event, the Supplier will comply with the duties imposed on it by the Health & Safety at Work etc Act 1974
or any amendment thereto and of all other statutory provisions, rules and regulations so far as they are
applicable. The Supplier shall indemnify and keep indemnified SENSORY EDUCATION LIMITED against any and all actions, suits, claims,
demands, losses, charges, costs and expenses (including legal expenses and disbursements) which SENSORY EDUCATION LIMITED may
suffer or incur as a result of or in connection with any breach of this Clause 17.
17.3 The Supplier’s attention is drawn to the obligations imposed by the Health and Safety at Work Act 1974 upon
designers, manufacturers, importers and suppliers of articles and substances for use at work and on those
who install or erect articles for use at work. The Supplier shall be responsible for complying with those
obligations in relation to the Goods and Services and will indemnify SENSORY EDUCATION LIMITED against all costs, expenses and
liabilities caused by its failure to do so.
18. INDEMNITY AND INSURANCE
18.1 Without prejudice to any rights or remedies of SENSORY EDUCATION LIMITED, the Supplier shall indemnify and keep indemnified SENSORY EDUCATION LIMITED
against any and all actions, suits, claims, demands, losses, charges, costs and expenses (including legal
expenses and disbursements) which SENSORY EDUCATION LIMITED may suffer or incur as a result of or in connection with any damage to
property or in respect of any injury (including death) to any person which may result directly or indirectly from any
defect in the Goods or performance of the Services or the negligence, acts or omissions of the Supplier or any of
its employees, agents or sub-contractors.
18.2 The Supplier shall maintain insurance policies, including public liability insurance, professional indemnity
insurance and employer’s liability insurance, with a reputable insurance company which policies shall contain
as a minimum protection for SENSORY EDUCATION LIMITED, its sub-contractors, agents employees and customers from claims for
damages for personal injury, including accidental or wrongful death, and property damage which may arise
from use, installation or operations to be performed in connection with Supplier’s Goods and/or the Services.
A limit of liability provided by each such policy shall be no less than two million pounds (£2,000,000) sterling
per occurrence.
18.3 If requested, the Supplier shall furnish to SENSORY EDUCATION LIMITED within ten (10) days of request a certificate of insurance to
cover the obligations set out in sub-clause 18.2 above.
18.4 The Supplier shall be liable under the provisions of the Contract (including Clause 18.1) whether or not it
complies with the insurance provisions in this Clause 18.
18.7 Nothing in these Conditions or the Contract shall exclude or limit the liability of either party for death or personal
injury caused by its negligence or for fraudulent misrepresentation.
19. CONFIDENTIALITY
The Supplier shall and shall procure that its staff shall maintain in confidence all information whether oral,
written or otherwise which SENSORY EDUCATION LIMITED has divulged or may divulge to the Supplier or may be acquired by the
Supplier including any specification. Supplier shall only disclose the said information to employees and/or
third parties who “need to know”. Supplier shall use the said information only for the purposes of supplying
SENSORY EDUCATION LIMITED. The Supplier shall take all reasonable steps to ensure that its employees and/or third parties are bound
by the same obligations and that such obligations endure beyond any termination of employment or business
relationship with the Supplier. The provisions of this clause do not apply to information which is or comes into
the public domain otherwise than by breach of the terms of this clause. Upon request by SENSORY EDUCATION LIMITED Supplier shall
return all drawings, software or other written materials issued by SENSORY EDUCATION LIMITED together with all copies of the same
made by the Supplier or third party. Nothing in a Purchase Order shall be construed as granting or conferring
any rights by licence or otherwise in any of the said information except for the limited purpose of the
Supplier’s performance hereunder. This clause shall survive termination of any Purchase Order.
20 SUPPLIER MANUAL
The Supplier acknowledges and agrees that it has received and understood all the contents of, and will
comply with all of the provisions of, the SENSORY EDUCATION LIMITED Supplier Manual as provided or made available to it from time to
time unless otherwise agreed in writing with SENSORY EDUCATION LIMITED. It shall be the Supplier’s responsibility to ensure that it
familiarises itself with the SENSORY EDUCATION LIMITED Supplier Manual and any changes that may be made to it at any time.
21. ANTI-BRIBERY AND ANTI-SLAVERY
21.1 The Supplier shall ensure that it and all of its staff, agents, contractors and any other party performing its
obligations or exercising its rights under or in connection with any Purchase Order and/or any other
agreement that the Supplier may have with SENSORY EDUCATION LIMITED, complies at all times with all applicable anti-bribery and/or
corruption laws, regulations and codes of conduct in all jurisdictions. The Supplier shall, whenever requested
by SENSORY EDUCATION LIMITED, provide evidence of the measures, steps and processes that it takes to ensure compliance with the
provisions of this clause and the relevant laws, regulations and codes of conduct.
21.2 SENSORY EDUCATION LIMITED will only knowingly trade with those companies who comply with the Sensory Education Limited Anti-Slavery and Human
Trafficking Statement (the “Statement” The Supplier confirms that it
complies with the Statement.
22. RIGHT TO PERFORM
If at any time the Supplier fails to perform fully any of its obligations under any Purchase Order, SENSORY EDUCATION LIMITED may, at
its option, and without any obligation to do so perform the Supplier’s obligations or have such obligations
performed by a third party provided that SENSORY EDUCATION LIMITED shall have given the Supplier fourteen (14) days’ notice of any
such failure, and if the failure is remediable, the Supplier shall not have commenced continuing and effective
steps to remedy said failure within the said fourteen (14) days. In such event, SENSORY EDUCATION LIMITED shall have the right to
offset its costs for performance from any amounts due to the Supplier whether under any Purchase Order or
otherwise. Such right of offset shall be in addition to and not in lieu of any other rights or remedies SENSORY EDUCATION LIMITED may
have under any Purchase Order or at law or equity.
23. TERMINATION
23.1 In the event of a material breach of the Contract by either party, the non-breaching party may terminate the Contract
with immediate effect by notice in writing.
23.2 Either party may terminate the Contract with immediate effect by notice in writing to the other party, if the other party at
any time:
23.2.1 passes a resolution that it be wound-up or that an application be made for an administration order or the
other party applies to enter into a voluntary arrangement with its creditors;
23.2.2 if a receiver, liquidator, administrator, supervisor or administrative receiver be appointed in respect of the
other party’s property, assets or any part thereof;
23.2.3 has the court order it be wound-up or a receiver of all or any part of its assets be appointed;
23.2.4 is unable to pay its debts in accordance with Section 123 of the Insolvency Act 1986;
23.2.5 (being an individual or partnership) is declared or adjudicated bankrupt or enters into any arrangement or
composition with its creditors.
23.3 Nothing in this Clause 23 shall affect the coming into, or continuance in force of any provision of the Contract which is
expressly or by implication intended to come into force or continue in force upon termination of the Contract.
24. DATA PROTECTION
24.1 In this Agreement, the terms Controller, Processor, Data Subject, Personal Data, Special Categories of
Personal Data, Processing, Data Subject Access Request, Data Protection Impact Assessment and Personal
Data Breach shall be as defined in the General Data Protection Regulation EU 2016/679 (“GDPR”) and
“Data” shall mean the Personal Data and Special Categories of Personal Data provided by SENSORY EDUCATION LIMITED to the
Supplier in connection with this Agreement. “Data Protection Legislation” means the GDPR and any national
implementing laws, regulations and secondary legislation, as amended, revised, re-enacted, consolidated or
updated from time to time.
24.2 The parties acknowledge that for the purposes of the Data Protection Legislation, SENSORY EDUCATION LIMITED is the Controller and
the Supplier is the Processor.
24.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 24 is
in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection
Legislation.
24.4 The Supplier shall:
24.4.1ensure that its employees, sub-contractors and sub-processors shall, Process the Data only on SENSORY EDUCATION LIMITED’
written instructions;
24.4.2provide appropriate technical and organisational measures to ensure the protection of the rights of the
Data Subjects;
24.4.3ensure that it has in place appropriate technical and organisational measures, reviewed and approved
by SENSORY EDUCATION LIMITED, to protect the Data against accidental or unlawful destruction, loss, alteration, damage,
unauthorised disclosure of, or access to, Data transmitted, stored or otherwise Processed;
24.4.4complete a security questionnaire as provided by SENSORY EDUCATION LIMITED before commencement of the Services;
24.4.5re-submit a security questionnaire if there are changes to the Supplier’s system which would trigger a
Data Protection Impact Assessment under the GDPR;
24.4.6ensure that all personnel it authorises to Process the Data (including but not limited to its employees,
agency workers, or the employees of any sub-contractors or sub-processors) are obliged to keep the
Data confidential which the Supplier can enforce;
24.4.7at the written direction of SENSORY EDUCATION LIMITED, delete or return the Data to SENSORY EDUCATION LIMITED after the end of the provision of the
Services relating to Processing, except that the Supplier may keep any Data, if required by any
applicable laws to store the Personal Data;
24.4.8maintain complete and accurate records and information to demonstrate its compliance with this
clause 24 and provide access to the same for the purpose of audits conducted by SENSORY EDUCATION LIMITED or its appointed
auditor; and
24.4.9not Process or transfer outside of the European Economic Area (or any country deemed adequate by
the European Commission pursuant to the GDPR) without SENSORY EDUCATION LIMITED’ prior written consent and without
putting in place adequate protection for the Data, in the form of standard contractual clauses approved
by the European Commission for such transfers of Personal Data, to enable compliance by SENSORY EDUCATION LIMITED and
the Supplier with the obligations under the GDPR.
24.5 Subject to clause 24.6, the Supplier shall notify SENSORY EDUCATION LIMITED immediately if it:
24.5.1considers that any of SENSORY EDUCATION LIMITED’ instructions infringe the Data Protection Legislation;
24.5.2receives a Data Subject Access Request (or purported Data Subject Access Request);
24.5.3receives a request to rectify, block or erase any Personal Data;
24.5.4receives any other request, complaint or communication relating to either Party's obligations under the
Data Protection Legislation;
24.5.5receives any communication from the Information Commissioner's Office or any other regulatory
authority in connection with Personal Data processed under this Agreement;
24.5.6receives a request from any third party for disclosure of Personal Data where compliance with such
request is required or purported to be required by Law; or
24.5.7becomes aware of a Personal Data Breach.
24.6 The Supplier’s obligation to notify under clause 24.5 shall include the provision of further information to SENSORY EDUCATION LIMITED
in phases, as details become available.
24.7 Taking into account the nature of the processing, the Supplier shall provide SENSORY EDUCATION LIMITED with full assistance in
relation to either Party's obligations under Data Protection Legislation and any complaint, communication or
request made under clause 24.5 (and insofar as possible within the timescales reasonably required by SENSORY EDUCATION LIMITED)
including by promptly providing:
24.7.1SENSORY EDUCATION LIMITED with full details and copies of the complaint, communication or request;
24.7.2such assistance as is reasonably requested by SENSORY EDUCATION LIMITED to enable SENSORY EDUCATION LIMITED to comply with a Data Subject
Access Request within the relevant timescales set out in the Data Protection Legislation;
24.7.3SENSORY EDUCATION LIMITED, at its request, with any Personal Data it holds in relation to a Data Subject;
24.7.4assistance as requested by SENSORY EDUCATION LIMITED following any Personal Data Breach;
24.7.5assistance to SENSORY EDUCATION LIMITED as requested in respect of any Data Protection Impact Assessment; and
24.7.6assistance as requested by SENSORY EDUCATION LIMITED with respect to any request from the Information Commissioner’s
Office, or any consultation by SENSORY EDUCATION LIMITED with the Information Commissioner's Office, supervisory authorities
or regulators.
24.8 The parties acknowledge that the Supplier’s provision of the Services under this Agreement may involve the
appointment of sub-contractors by the Supplier. The Supplier shall not appoint any third party, including
consultant, sub-contractor, agent or professional adviser or other third party which may receive and/or have
access to the Data unless:
24.8.1SENSORY EDUCATION LIMITED provides its the prior written consent; and
24.8.2the Supplier provides SENSORY EDUCATION LIMITED with such information regarding the sub-processor as SENSORY EDUCATION LIMITED may require
24.9 If SENSORY EDUCATION LIMITED consents to the appointment of any sub-processor under clause 24.8, the Supplier shall put in place in
writing with any sub-processor contractual obligations which are at least equivalent to the obligations imposed
on the Supplier pursuant to this clause 24 including obligations which provide sufficient guarantees from the
sub-processor that the processing meets the requirements of the GDPR.
24.10 The Supplier will inform SENSORY EDUCATION LIMITED in advance of, and allow a reasonable period for objection to, any intended
changes concerning the addition or replacement of sub-processors.
24.11 The parties acknowledge that the Supplier’s provision of the Services under this Agreement may require the
transfer of Data to the Supplier’s sub-processors (“Recipients”) outside the European Economic Area in
countries which have not been approved by the European Commission as having adequate protections in
place for the purpose of the transfer of personal data pursuant to the Data Protection Legislation. The
Supplier will be permitted to transfer Data to such Recipients provided that:
24.11.1 SENSORY EDUCATION LIMITED shall have provided their prior written consent to such transfer;
24.11.2 the Supplier provides SENSORY EDUCATION LIMITED with such information regarding the sub-processor as SENSORY EDUCATION LIMITED may require;
and
24.11.3 the Supplier shall have entered into an agreement with the relevant Recipient incorporating the
standard contractual clauses approved by the European Commission for transfers of personal data
to processors outside of the European Economic Area and which agreement shall include security
obligations on the Recipient which are no less onerous than those contained in this Agreement.
24.12 Either Party may, at any time on not less than 30 days’ notice, revise the above clause 24.8.3 by replacing it
with any applicable controller to processor standard clauses approved by the European Commission for
transfers of personal data to processors outside of the European Economic Area or similar terms forming
Party of an applicable certification scheme.
24.13 The Supplier shall remain fully liable to SENSORY EDUCATION LIMITED for the performance of any sub-processor appointed by it.
24.14 The Supplier shall indemnify and hold harmless SENSORY EDUCATION LIMITED against all costs, claims, losses, damages and
expenses (including legal expenses) arising out of, or in connection with, any breach of this clause 24 by the
Supplier and/or its employees, agents and/or sub-contractors or sub-processors.
24.15 SENSORY EDUCATION LIMITED acknowledges that the Supplier is reliant on SENSORY EDUCATION LIMITED for direction as to the extent to which the Supplier is
entitled to use and process the Data. Consequently, the Supplier will not be liable for any claim brought by
SENSORY EDUCATION LIMITED or any Data Subject arising from any action or omission by the Supplier to the extent that such action or
omission resulted from SENSORY EDUCATION LIMITED’ instructions.
24.16 The Supplier shall provide the following information regarding the Data: subject-matter; duration of the
Processing; nature and purpose of the Processing; type of Data; categories of Data Subjects; and the
obligations and rights of the Supplier.
25. FORCE MAJEURE
Neither party shall be liable to the other for any delay in or failure to perform its obligations hereunder (other
than a payment of money) provided that such delay or failure is due to causes beyond its reasonable control.
26. ASSIGNMENT AND SUB-CONTRACTING
26.1 The Supplier shall not without the prior written consent of SENSORY EDUCATION LIMITED assign or transfer the benefit or burden of the
Contract.
26.2 No sub-contracting by the Supplier shall in any way relieve the Supplier of any of its responsibilities under the
Contract.
27. NOTICES
Any notices to be given under the Contract shall be delivered personally or sent by post or by facsimile
transmission to the Company Secretary (in the case of SENSORY EDUCATION LIMITED) or to the address set out in the Purchase Order (in
the case of the Supplier). Any such notice shall be deemed to be served, if delivered personally, at the time of
delivery, if sent by post, 48 hours after posting or, if sent by facsimile transmission, 12 hours after proper
transmission.
28. THIRD PARTY RIGHTS
The Contract is not intended to create any rights of any kind whatsoever enforceable by any person who is not a
party to the Contract, including any rights enforceable under the Contracts (Rights of Third Parties) Act 1999.
29. SEVERABILITY
If any provision under this Contract is or becomes unenforceable, such provision shall not take effect and shall
be deemed to be severed from the remainder of the Contract to the extent that the remainder of the Contract
and the unaffected part of the provision shall continue to be fully enforceable.
30. WAIVER
No delay or omission by SENSORY EDUCATION LIMITED in exercising any of its rights under the Contract shall constitute a waiver of that
right and any partial exercise of any such right shall not prevent any future exercise of the right.
31. ENTIRE AGREEMENT
31.1 Supplier acknowledges that they have read these Conditions and understands and agrees to be bound by
them. Supplier further agrees that all Purchase Orders are a complete and exclusive statement of the mutual
understanding of the parties and supersedes and cancels all previous written and oral agreements and
communications relating to the subject matter of the Purchase Order.
31.2 All Purchase Orders can only be modified by written agreement signed by duly authorised representatives of
both parties.
32. LAW AND JURISDICTION
The Contract and any dispute arising under or in any way connected with the subject matter of the Contract
(whether of a contractual or tortious nature or otherwise) shall be governed by and interpreted in accordance with
English Law and the parties submit to the exclusive jurisdiction of the English courts only except that SENSORY EDUCATION LIMITED may
seek injunctive relief outside such jurisdiction.
