1. About us
1.1 Company details. SIGA UK LIMITED (company number 06928994) (we, us, our, Siga) is a company registered in England and Wales and our registered office is at Unit 7 Farnborough Business Centre, Farnborough, Hampshire, GU14 7XA, United Kingdom. We trade under the name “Siga Filtration” and operate the www.sigafiltration.co.uk and www.sigauk.co.uk websites.
1.2 Contacting us. For general enquiries please contact our customer service team by telephone at +44 (0)1276 583 046 or e-mail enquiries@sigafiltration.co.uk.
Details of how to give us formal notice of any matter under the Contract (defined below) is set out in clause 18. For the avoidance of doubt only formal notices given this way shall be valid.
2. Definitions and Interpretation
1 : In these Terms, the following expressions have the following meanings:
“Business Day” means any day other than a Saturday, Sunday or bank or public holiday in England;
“Controller” has the meaning given to it in the Data Protection Legislation.
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
“GDPR” means General Data Protection Regulations (EU 2016/679).
“Personal Data” has the meaning given to it in the Data Protection Legislation.
“Processor” has the meaning given to it in the Data Protection Legislation.
“Quotation” means the relevant quotation provided to you by Siga detailing the relevant Goods to be provided.
“Subject” has the meaning given to it in the Data Protection Legislation.
- 2.2 The headings used in these Terms are for convenience only and shall have no effect upon the interpretation of these Terms.
- 2.2 Words imparting the singular number shall include the plural and vice versa.
- 2.4 Any words following the terms including, include, in particular, for example or other similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- 2.5 A reference to writing or written includes email, but not fax.
3. Our contract with you
3.1 Our contract.
- 3.1.1 These terms and conditions (“Terms”) and the Quotation apply to the order by you of Goods from us and the supply of Goods by us to you ("Contract"). These Terms are incorporated unamended and in full. No other terms are implied by trade, custom, practice or course of dealing.
- 3.1.2 You warrant and represent that you have authority to bind the business on behalf of which you are accepting these Terms. In that context, references to “you” and “your” will be to that business. Otherwise references to “you” and “your” will be to you, the person entering in to these terms.
3.2 Acceptance. These Terms will be deemed to have been accepted by you when submit your order under clause 4.1
3.3 Language. These Terms and the Contract are made only in the English language
4. Placing an order and its acceptance
- 4.1 Placing your order. If you wish to purchase the goods detailed in the relevant Quotation (“Goods”), you shall place your order for the Goods accepting the Quotation unconditionally by email or by phone during the validity period of the relevant Quotation (see clause 5.5). Your order shall constitute an offer by you to purchase the Goods on the basis of and subject to the terms of the Contract (including the Quotation and these Terms)
- 4.2 Correcting input errors. Please check the Quotation carefully before confirming it. You are responsible for ensuring that any specification submitted by you is complete and accurate.
- 4.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 4.4 and is subject always to clause 4.5.
- 4.4 Accepting your order. Your order will be accepted by us on the first to occur of (i) us confirming in writing to you that your order has been accepted or (ii) when we begin to process the relevant order in our order management system. Upon our acceptance of your order, it will become binding on the terms of the Contract (including the Quotation and these Terms) and will be non- cancellable.
- 4.5 If your order is not accepted. We are under no obligation to accept orders. If we do not accept your order we will endeavour to inform you of this (but are not obliged to) and we will not process your order. If you have already paid for the Goods, we will refund you the full amount (including any delivery costs charged) as soon as reasonably possible. If you have any questions about whether your order has been accepted or not, please contact us using the contact details set- out in these Terms.
5. Our goods
- 5.1 The images of the Goods on our website, datasheets, product brochures and other sales literature (“Materials”) are for illustrative purposes only and are not representative of the final items delivered. Although we tryto display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary from those images.
- 5.2 Although we try to be as accurate as possible, all sizes, weights, capacities, performance statistics, dimensions and measurements indicated in our Materials do not constitute representations, assurances, warranties, guarantees, obligations or commitments of any kind in relation to the products or their use or applicability. We reserve the right to modify or improve the designs or specifications of products at any time without notice.
- 5.3 The description and specification (if any) of the Goods shall be that set out in or referred to in our Quotation. In accepting the Quotation, you acknowledge that you have not relied upon any assurance, statement, promise or other representations about the Goods by us, including in respect of matters referred to in clause 5.2.
- 5.4 The descriptions and specifications of the Goods set out in our Quotation are intended as a guide only and are subject to alteration without notice.
- 5.5 Prior to accepting the Quotation, you must satisfy yourself that the Goods are suitable for the purpose you intend. We do not guarantee the suitability of any Goods and/or solution or have any liability for the same.
- 5.6 Even in circumstances where you have consulted with us prior to accepting the Quotation, we have no liability for the suitability of the Goods or the solution for your purposes. By accepting a Quotation you confirm that you have independently verified the suitability of the Goods and the solution, and we have no liability or make any guarantee in respect of the same.
- 5.7 Quotations which we provide to you are valid for a period of 30 calendar days from and including the date of the relevant Quotation unless expressly withdrawn by us at an earlier date. A Quotation will automatically expire and be revoked at midnight of the 30th calendar day from issuance without further notice if not accepted before then.
- 5.8 The packaging of your Goods may vary from that shown on images on our site.
6. Your obligations
- 6.1 You agree that you shall:
- 6.1.1 ensure that the information provided to create the Quotation and any Goods specification are complete and accurate; and
- 6.1.2 comply with any additional obligations set out in any Quotation and in any service or Goods specification.
7. Cancellations
- 7.1 No order which has been accepted by us may be cancelled or amended by you except with our prior agreement in writing (which we may withhold in our absolute discretion) on the terms that you shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of such cancellation or amendment (as appropriate). Any such costs shall be payable by you within 30 calendar days of presentation of an invoice.
8. Delivery, transfer of risk and title
- 8.1 Subject always to clauses 8.2 ad 8.3, we will arrange for delivery of the Goods to the address specified in your order or another location agreed by us in writing.
- 8.2 If you do not specify a delivery address, or if we both agree in writing, you must collect the Goods from our premises or the premises of a third party stipulated by us on a date and at a time convenient to us or the relevant third party (as appropriate) within 7 (seven) calendar days of us notifying you that the Goods are ready for collection
- 8.3 If we agree in writing, you may arrange delivery of the Goods via your own carrier.
- 8.4 All delivery and collection dates provided by us are estimates only. Time for delivery of the Goods or making available the Goods for collection (as appropriate) shall not be of the essence.
- 8.5 The Goods may be (i) delivered or (ii) made available for collection, in each case (i) and (ii) by us (or on our behalf) in advance of the delivery / collection date (as applicable) upon giving reasonable notice to you in accordance with these Terms.
- 8.6 Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 17 (Events outside our control) for our responsibilities when this happens.
- 8.7 Subject to the specific terms of any special delivery service, delivery can take place at any time of the day between 9am and 5pm local time
- 8.8 The Goods are at your risk from the time of commencement of delivery. Delivery commences once the Goods are first loaded by us or our carrier for dispatch to you or (where applicable) when the Goods are as appropriate either (i) commence being loaded by us (or on our behalf) on to the collection vehicle at our premises or the relevant third party premises or (ii) your nominated carrier commences loading of the relevant Goods, in each case (i) and (ii) if you are collecting them or arranging carriage.
- 8.9 Where we arrange for the Goods to be delivered to you by us or our carrier then:
- 8.9.1 You shall be responsible for ensuring that:
- 8.9.1.1 the Goods are able to be properly and safely off-loaded from the delivery vehicle by us or our carrier;
- 8.9.1.2 you are able to store and protect the Goods at your own risk and expense (including obtaining any necessary permits and permissions); and
- 8.9.1.3 you have personnel available to move the Goods from the roadside to the premises or address of delivery as deliveries will be made as per clause 8.9.2 below
- 8.9.2 All deliveries will be to the roadside of the premises or address to which you have requested the Goods be delivered.
- 8.9.3 On our request or that of our carrier you will on delivery sign a receipt slip in respect of Goods delivered. Any damage of shortfall must be notified in accordance with clause 13.2 failing which the Goods are deemed to have been delivered in accordance with the specification and condition set-out in the Contract.
- 8.10 Where a carrier appointed by you collects the Goods from our premises then:
- 8.10.1 You shall be responsible for ensuring that:
- 8.10.1.1 the collection of the Goods is arranged in advance by you and agreed by us in writing, in accordance with clause 8.2.
- 8.10.1.2 the Goods are collected in suitable and safe vehicles during normal working hours (being 9am – 5pm) on Business Days; and
- 8.10.1.3 at your own expense, the Goods are properly and safely off-loaded, stacked, stored and protected at your premises.
- 8.10.2 Entry by you and your vehicle or your carrier and their vehicle onto our premises shall be at your own risk or your carrier’s own risk respectively.
- 8.11 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, legal and beneficial title to the Goods shall not pass to you until we have received in cash or cleared funds payment in full of the price of the Goods, any associated transportation / delivery charges, together with any other invoices we issue in relation to the Contract, and all applicable taxes, duties and levies (whether issued before, during or prior to delivery). We retain a lien over the Goods for any unpaid amounts, both under the Contract and/or at law until such amounts are settled in full.
- 8.12 Until payment has been made to us in accordance with these Terms and title in the Goods has passed to you, you shall be in possession of the Goods as bailee for us and you shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by us and shall insure the Goods against all reasonable risks.
- 8.13 You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain our property, but if you do so, all money owing by you to us shall (without prejudice to any other right or remedy available to us) forthwith become due and payable.
- 8.14 We reserve the right to repossess any Goods in which we retain title without notice. You irrevocably authorise us to enter your premises (or that of any third party in which such Goods are stored) during normal business hours for the purpose of repossessing the Goods in which we retain title and inspecting the Goods to ensure compliance with the storage and identification requirements of clause 8.12.
- 8.15 If we fail to deliver the Goods (and we are found liable for a breach of contract in accordance with these Terms), our liability is limited to the lesser of the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. Notwithstanding this, your obligation to mitigate (including providing documentary proof of the same) remains. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because of your breach of Contract and/or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- 8.16 If you fail to take delivery or if you fail to collect in each case some or all of the Goods (as appropriate), we may (at our absolute discretion and without prejudice to any other rights whether at law or under contract) do any or all of the following: (i) store or arrange for the storage of the Goods (risk in the same having passed to you in the same in accordance with clause 8.8) and will charge you for all associated costs and expenses including transportation, and storage, including a day-rate for non-delivery of the Goods (ii) make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery, (iii) request that you collect the Goods from our premises or that of a third party, or (iv) after 10 Business Days, resell or otherwise dispose of part of, or all the Goods and after deducting any reasonable storage and selling costs, charge you for any shortfall below the price of the Goods.
9. International delivery
- 9.1 There are restrictions on some Goods for certain international delivery destinations, so please contact us before ordering the Goods if you have any questions in this regard.
- 9.2 If you order Goods for delivery to an international delivery destination, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for paying (at your cost) any such duties and taxes and for liaising with the relevant customs authorities. Please be aware that the Goods may not be released by the relevant customs authorities unless and until all such sums have been paid by you. We will not ordinarily pay-for or advance charges imposed by customs and other authorities for the delivery of Goods. In such cases we will require you to pay these directly, and will not be liable to deliver the Goods until these have been settled in full and clearance has been granted.
- 9.3 We where have agreed to deliver the Goods we shall be responsible for obtaining, at our own cost, such export licences as may be required from time to time by the UK authorities in relation to the export of the Goods from the UK to the agreed delivery location and, if required by you, we shall make those licences available to you on or before shipment. You will be responsible for obtaining, at your own cost, any other applicable export licences.
- 9.4 You must (i) ensure that any Goods to be exported from the UK are suitable for and may lawfully be exported to, sold in and used in the export destination(s) and (ii) comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law or if you do not comply with this clause 9.4
- 9.5 You shall indemnify us and keep us indemnified on demand from and against any and all liabilities, demands, claims, damages, expenses, losses and all other reasonable professional costs and expenses suffered and / or incurred by us as a result of and / or in connection with your breach of clause 9.4
Limitation of liability
10. Price of Goods and delivery charges
- 10.1 The prices of the Goods, associated transportation / delivery and all applicable taxes, duties and levies will, subject to adjustment in accordance with this Contract, be the price stated in our Quotation or such other price as may be agreed by us in writing.
- 10.2 We take reasonable care to ensure that the prices of Goods are correct at the time when the relevant Quotation was provided to you.
- 10.3 Prices for our Goods, transportation / delivery charges and taxes, duties and levies may change from time to time, and we reserve the right to increase the price of the Goods, delivery / transportation and associated taxes, duties and levies (including after we have accepted your order) if the costs of the Goods to us or the cost of our supply of the Goods to you increases in each case due to any factor beyond our control including increases in material and / or labour costs, changes in costs charged by suppliers, alteration of exchange rates or duties (including import and export duties), and changes to delivery rates or charges. We will notify you of any such increases in writing and, subject to any special terms agreed in writing between us (including in the Quotation), you agree to pay such sums on receipt of our invoice in respect of the same.
- 10.4 The price of Goods excludes all applicable taxes (including sales taxes including VAT), duties (including import and export duties) and levies which shall be payable by you in addition at the applicable rate. If the rate of any such taxes, duties or levies changes between the date of your order and the date of delivery, we will adjust the taxes, duties and levies you pay, and you agree to pay such adjusted sums and, subject to any special terms agreed in writing between us (including in the Quotation), you agree to pay such sums on receipt of our invoice in respect of the same.
- 10.5 The price of the Goods does not include packaging or transportation/delivery charges, which shall be payable in addition as set out in the Quotation (as such charges may be amended in accordance with this clause 10).
11. How to pay
- 11.1 Subject to any special terms agreed in writing between us (including in the Quotation) and unless we have notified you that we require payment upfront, we shall invoice you for the price of the Goods plus any transportation / delivery charges and any taxes, duties and levies on dispatch of the relevant Goods, unless the Goods are to be collected by you, in which event we shall be entitled to invoice you at any time after we have notified you that the Goods are ready for collection.
- 11.2 You will pay the price of the Goods plus any transportation / delivery charges and any taxes, duties and levies in accordance with the payment terms confirmed by us to you following our review of your credit application form.
- 11.3 You must make payment on the due date even if delivery / collection (as appropriate) has not taken place and/or the property in the Goods has not passed to you at that time. The time for the payment of our invoices shall be of the essence of the Contract. Payment is deemed to take place upon receipt in full of cleared funds into our nominated bank account.
- 11.4 If you do not pay for the price of the Goods plus any transportation / delivery charges and any taxes, duties and levies in accordance with clauses 10.4 and 11.1 - 11.3, then without prejudice to our other rights and remedies we reserve the right to suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 4% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
- 11.5 All payments must be made to us as indicated on the relevant invoice issued by us and in British Sterling unless agreed otherwise between us.
- 11.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12. Manufacturer’s guarantee
- 12.1 Some Goods come with a manufacturer's guarantee provided by the relevant manufacturer. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee, details of which are either (i) provided with the Goods or (ii) may be obtained from the relevant manufacturer.
13. Inspection and Acceptance of the Goods
- 13.1 You must inspect the Goods on delivery or collection. You are entitled to accept Goods without inspection however by doing so you confirm that they have been delivered to you in accordance with the specification and condition in the Contract.
- 13.2 If you identify any damage to the Goods or shortages of the Goods you must notify us in writing within 2 calendar days of delivery or collection, providing full details. We shall have no liability to you in respect of alleged damage or shortages (i) in respect of the relevant Goods unless the relevant matters are notified to us in writing (providing full details) prior to the expiry of such 2 calendar day period or (ii) which occurred after risk in the relevant Goods transferred to you in accordance with clause 8.8.
- 13.3 If you fail to give notice as specified in clause 13.2 then, except in respect of any defect which is not one which would be apparent on reasonable inspection, you shall be deemed to have accepted the delivery of the Goods in question upon the first to occur of (i) inspection of them by you and (ii) expiry of a period of 4 calendar days after the date of delivery or collection (as appropriate) (“Goods Acceptance”), and we shall have no liability to you with respect to that delivery after Goods Acceptance (except in respect of any defect which is not one which would be apparent on reasonable inspection).
- 13.4 Other than by written agreement in advance on a case by case basis, we will only accept returned Goods if we are satisfied that those Goods are not in compliance with this Contract and, if required by us, we have carried out an inspection and verified such non-compliance.
14. The Goods
- 14.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK
- 14.2 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
- 14.3 These Terms also apply to any repaired or replacement Goods supplied by us to you.
- 14.4 You will be responsible for ensuring that:
- 14.4.1 any use or sale of the Goods by you is in compliance with all applicable laws (including statutory requirements); and
- 14.4.2 any handling, use and sale of the Goods by you is carried out in accordance with directions given by us and any instructions as to the handling, use or sale of the Goods that are contained on or in the packaging or labelling of the Goods.
- 14.5 You shall indemnify us and keep us indemnified on demand from and against any and all liabilities, demands, claims, damages, expenses, losses and all other reasonable professional costs and expenses suffered and / or incurred by us as a result of and / or in connection with your breach of clause 14.4.
15. Limitation of liability
- 15.1 We only supply the Goods for internal use by your business, and you warrant, represent and undertake to us that you will not use the Goods for any resale purposes.
- 15.2 Nothing in these Terms limits or excludes our liability for:
- 15.2.1 death or personal injury caused by our negligence;
- 15.2.2 fraud or fraudulent misrepresentation; or
- 15.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
- 15.2.4 any other liability that cannot be limited or excluded by law.
- 15.3 Subject to clause 15.2, we will under no circumstances be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, under an indemnity or otherwise, arising under or in connection with the Contract for (including, but not limited to):
- 15.3.1 Any loss of profits, sales, business, or revenue (including damage or interruption to other products or processes);
- 15.3.2 loss or corruption of data, information or software;
- 15.3.3 loss of business opportunity, agreements or contracts;
- 15.3.4 loss of anticipated savings;
- 15.3.5 loss of or damage to goodwill; or
- 15.3.6 any indirect, special or consequential losses whatsoever.
- 15.4 Subject to clause 8.15, 13.2, 13.3 and the other provisions of this clause 15, our total liability to you for all loss and damage arising out of or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, under an indemnity or otherwise, shall be limited to the lower of (i) £5,000 (five thousand pounds) and (ii) 100% of the price of the Goods purchased by you under this Contract.
- 15.5 Except as expressly stated in these Terms, we do not give any assurances, representations, warranties or undertakings in relation to the Goods.
- 15.6 Any assurances, representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. For example, we will not be responsible for ensuring that the Goods are suitable for your purposes and we do not warrant that the Goods will be of satisfactory quality nor meet with any description or sample.
- 15.7 This clause 15 will survive termination or expiry of the Contract.
16. Termination
- 16.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
- 16.1.1 you commit (or may commit) a material breach of any term of the Contract and (if such a breach is in our opinion remediable) you fail to remedy that breach 7 (seven) calendar days of you being notified in writing to do so;
- 16.1.2 you fail to pay any amount due under the Contract on the due date for payment;
- 16.1.3 you take any step or action (or the same is taken by a third party), or we have reasonable grounds to suspect the same, in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- 16.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- 16.1.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
- 16.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
- 16.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
17. Events outside our control
- 17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by or attributable to any act or event beyond our reasonable control (“Event Outside Our Control”).
- 17.2 Examples of Events Outside Our Control include (but are not limited to) acts of God, accident, explosion, war, terrorism, civil commotion or riots, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations, epidemic or pandemic, fire, flood, transport delays, strikes and other industrial disputes, difficulty in obtaining supplies, delayed performance by suppliers or subcontractors, non-performance by suppliers or subcontractors, collapse of buildings, any law or any action taken by a government or public authority (including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent).
- 17.3 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
- 17.3.1 we will contact you as soon as reasonably possible to notify you; and
- 17.3.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control and for a reasonable period thereafter taking in to account the relevant facts and circumstances. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over. If in our reasonable determination the Event Outside Our Control is not likely to end within a reasonable period, we shall be entitled to cancel the Contract by providing you with written notice. In such case all liabilities of the Parties from this point shall cease.
18. Communications between us
- 18.1 Any notice given under or in connection with the Contract must be in writing and will be deemed duly given if signed by, or on behalf of, a duly authorised officer of the party giving notice.
- 18.2 Notices must be given by pre-paid first-class post or other next working day delivery service, sent by email, sent by pre-paid tracked airmail or pre-paid tracked international courier only.
- 18.3 A notice is deemed to have been duly given:
- 18.3.1 when sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the third day after posting;
- 18.3.2 when sent by email: at the time of sending to the correct email address, provided that a copy of such email is also sent, within 3 calendar days of the date of the relevant email, by one of the methods specified in clauses 18.3.1, 18.3.2 or 18.3.4; or
- 18.3.3 when mailed by pre-paid tracked airmail or pre-paid tracked international courier, on the sixth day following mailing or if earlier at the time of delivery recorded by the relevant delivery service.
- 18.4 All notices under this Agreement shall be addressed to the relevant party’s registered office address (where a company or limited liability partnership) or to its last known place of business (where not a company or limited liability partnership), or to the e-mail address notified to the other party from time to time in writing.
- 18.5 The provisions of this clause 18 shall not apply to the service of any proceedings or other documents in any legal action.
19. Data Protection
- 19.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 19 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
- 19.2 Where you provide any Personal Data to Siga then the parties record their intention that Siga shall act as a Controller in respect of such Personal Data.
- 19.3 Where Siga provides any Personal Data to you then the parties record their intention that you shall act as a Controller in respect of such Personal Data.
- 19.4 In respect of any Personal Data provided to Siga by you, Siga shall:
- 19.4.1 Fully comply with the duties and obligations of a Controller under the Data Protection Legislation;
- 19.4.2 Not by any act or omission cause you to be in breach of or not fully compliant with the Data Protection Legislation;
- 19.4.3 Make available to you all information reasonably requested by you to demonstrate compliance by Siga with the terms of this clause 19.
- 19.5 In respect of any Personal Data provided by you to Siga, you:
- 19.5.1 warrant, represent and undertake that you are entitled to lawfully transfer the relevant Personal Data to Siga so that Siga may lawfully use the relevant Personal Data as required in connection with this Contract (which may include the transfer of such Personal Data outside of the EEA);
- 19.5.2 shall comply with all duties, obligations, and restrictions imposed on it by the Data Protection Legislation in respect of the transfer of such Personal Data to Siga;
- 19.5.3 not by any act or omission in respect of such Personal Data cause Siga to be in breach of or not fully compliant with the Data Protection Legislation.
- 19.6 You shall indemnify and keep indemnified Siga and shall pay to Siga on demand a sum equal to, all liabilities, costs (including but not limited to interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses), claims, demands, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation) suffered and/or incurred by Siga arising out of and/or in connection with (i) any breach by you of or (ii) failure by you to, in each case (i) and (ii) fully comply with the terms of clause 19.5.
20. Confidentiality
- 20.1 The Parties each undertake that they will keep confidential and not at any time disclose to any person any confidential information of the other party, including information concerning existence of the Control, the other Party’s business, affairs, customers, clients or suppliers, and the contents of this Contract (“Confidential Information”), except as permitted by clauses 20.2 and 20.3.
- 20.2 The Parties each may disclose the other's Confidential Information:
- 20.2.1 to such of our respective employees, officers, representatives, suppliers, subcontractors and advisers (“Representatives”) who need to know such information for the purposes of carrying out our respective obligations under the Contract. The Parties will each ensure that such Representatives comply with this clause 20 as if they were the relevant Party to this Contract; and
- 20.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- 20.3 The provisions of this clause 20 shall not apply to any Confidential Information that:
- 20.3.1 is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 20);
- 20.3.2 was available to the receiving Party on a non-confidential basis before disclosure by the disclosing party;
- 20.3.3 was, is or becomes available to the receiving Party on a non-confidential basis from a person who, to the receiving Party's knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party;
- 20.3.4 the Parties agree in writing is not confidential or may be disclosed.
- 20.4 Save as permitted by this clause 20, each Party may only use the other's Confidential Information for the purpose of fulfilling its respective obligations under the Contract and enforcing their rights under it, and not for any other purpose whatsoever.
21. Limitation of liability
- 21.1 Both parties agree that they will:
- 21.1.1 comply (and shall procure that their staff comply) with all applicable laws, statutes, regulations, and codes in relation to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
- 21.1.2 have and shall maintain in place throughout the term of this Contract their own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
- 21.1.3 promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by the party in connection with the performance of this Contract.
22. Anti-Slavery
- 22.1 Both parties agree that they will:
- 22.1.1 comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including The Modern Slavery Act 2015 (“Anti-Slavery Legislation”);
- 22.1.2 have and maintain throughout the term of this agreement their own policies and procedures to ensure its compliance with Anti-Slavery Legislation, and will enforce them where appropriate; and
- 22.1.3 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.
23. Dispute Resolution
- 23.1 If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (Dispute), then the Parties shall follow the procedure set out in this clause:
- 23.1.1 where commercially reasonable to do so, refrain from making any comment or observation which is disparaging or injurious to the reputation of the other. (whether on social media, a public form or otherwise) and resolve any Dispute in accordance with this Clause.
- 23.1.2 either party may give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. Following service of the Dispute Notice, the Commercial Director (or equivalent) of Siga and your Commercial Director (or equivalent) shall attempt in good faith to resolve the Dispute.
- 23.1.3 if the Commercial Director (or equivalent) of Siga and your Commercial Director (or equivalent) are for any reason unable to resolve the Dispute within 30 calendar days of service of the Dispute Notice, the Dispute shall be referred to the Managing Director (or equivalent) of Siga and your Managing Director (or equivalent) who shall attempt in good faith to resolve it.
- 23.1.4 if Managing Director (or equivalent) of Siga and your Managing Director (or equivalent) are for any reason unable to resolve the Dispute within 30 calendar days of it being referred to them, then the Dispute shall be finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
- 23.1.5 In respect of any matter referred to arbitration in accordance with clause 23.1.3, it is agreed that:
- 23.1.5.1 The number of arbitrators shall be one;
- 23.1.5.2 default of the parties' agreement as to the arbitrator, the appointing authority shall be the LCIA;
- 23.1.5.3 the seat, or legal place, of the arbitration shall be London, England;
- 23.1.5.4 the law governing the arbitration agreement shall be English law; and
- 23.1.5.5 the language of the arbitration shall be English.
24. General
- 24.1 rademarks. Siga Filtration logo is a trademark and service mark of Siga UK Limited. All other marks are properties of their respective owners.
- 24.2 Assignment and transfer.
- 24.2.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over, transfer or deal in any other manner with any or all of our rights and obligations under the Contract to another entity.
- 24.2.2 You may only assign, mortgage, charge, subcontract, declare a trust over, transfer, or deal in any other manner with any of your rights or your obligations under the Contract to another person if we agree in writing in advance. We reserve the right to withhold such agreement in our absolute discretion.
- 24.3 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
- 24.4 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our right to subsequently enforce that provision or any other provision, or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
- 24.5 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- 24.6 Third party rights. The Contract is between you and us. No other person has any rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any of its terms.
- 24.7 Entire agreement. The Contract and the LCIA Rules referred to in clause 23 are the entire agreement between you and us in relation to its subject matter to the exclusion of all other terms (including any terms contained in or referred to in any purchase orders, correspondence or documentation submitted by you). You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
- 24.8 Governing law and jurisdiction. This Contract is governed by English law and, subject always to clause 23 (Dispute Resolution), each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
Implementation date: 13/07/2023
WHO WE WORK WITH
