DDC Dolphin | Terms and Conditions

Terms and Conditions of Purchase (Conditions)

1 Interpretation

1.1 The following definitions apply in these Conditions:

Business Day: a day other than a Saturday, Sunday or public holiday in England.

Contract: the contract between Supplier and DDC for the supply of Products and/or Services, consisting of the Order, these Conditions any applicable Specification and any other document incorporated by express reference.

Core Hours: between 08:00am and 4:15pm Monday to Thursday, 8:00am and 12:30pm Friday on Business Days.

DDC: DDC Limited, incorporated in England and Wales under number 2643023.

DDC Materials: materials, equipment, tools, tooling, drawings, specifications and data, including any modifications implemented by DDC to any such items, supplied by DDC to Supplier.

Deliverables: all documents, products, materials, software, and other outputs of the provision of the Services, including any deliverables specified in an Order.

Delivery / Delivered: means actual delivery of the Products and/or Services to DDC in accordance with the Order or otherwise agreed in writing between the parties.

Delivery Date: the date specified in the Order for Delivery or otherwise agreed in writing between the parties.

Delivery Point: DDC's address or such other address as specified in the Order.

Effective Date: has the meaning given in clause 2.2.

Force Majeure Event: a circumstance beyond a party’s reasonable control.

Intellectual Property Rights: all patents, rights to inventions, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Law: all applicable laws, statutes, regulations and industry codes and standards from time to time in force.

Order: DDC’s order for the Products and/or Services, as set out in DDC’s purchase order form, DDC’s written request for the supply of Products and/or Services or in DDC’s written acceptance of Supplier’s quotation.

Order Number: the reference number to be applied to an Order by DDC.

Price: has the meaning set out in clause 8.1.

Product: a product described in the Order or in more detail in the relevant Specification (where there is one) or otherwise agreed in writing between the parties, and, where the context requires, associated components, packaging, manuals, instructions, and other literature.

Services: the services described in the Order and/or the Specification and other tasks reasonably required for their proper performance, together with the Deliverables (where the context permits).

Specification: the specification and standards for a Product and/or the Services, including any related plans and drawings, agreed in writing between the parties.

Supplier: the person from whom DDC purchases the Products and/or Services under the Contract.

VAT: value added tax or any equivalent tax

1.2 In the Contract, unless the context otherwise requires: (1) references to any law refer to it as amended, re-enacted, or extended from time to time; (2) references to a person include a natural person, corporate or unincorporated body (whether or not having separate legal personality); (3) the singular includes the plural and vice versa; (4) words following including, include or any similar term shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms; (5) references to "writing" or "written" includes email.

1.3 If there is a conflict within the Contract, the order of precedence shall be as follows: (1) the relevant Order; (2) these Conditions; and (3) any other documents incorporated by reference.

2 Orders

2.1 DDC may submit the Order at any time. The Order shall be in writing and deemed to be a separate offer by DDC to purchase the Products and/or Services on the terms of the Contract.

2.2 Supplier shall use all reasonable endeavours to accept the Order. The Order shall be deemed accepted on the earlier of:

2.2.1 the date which is three days after Supplier’s receipt of the Order, provided that Supplier has not raised any objection to the Order in that time; or

2.2.2 Supplier issuing a written acceptance of the Order; or

2.2.3 Supplier doing any act consistent with fulfilling the Order,

at which point the Contract shall come into existence (Effective Date).

2.3 DDC may amend or cancel the Order, in writing to Supplier, before Delivery. If DDC amends or cancels the Order, its liability to Supplier shall be limited to payment to Supplier of all direct costs reasonably incurred by Supplier in fulfilling the Order up until the date of the amendment or cancellation, except that DDC shall have no liability to Supplier where the amendment or cancellation results from Supplier's failure to comply with its obligations under the Contract.

2.4 Supplier shall supply the Products and Services in accordance with the Order by the Delivery Date specified in that Order, or, if none is specified, within a reasonable time of DDC submitting the Order.

2.5 These Conditions apply to the Contract to the exclusion of any other terms that Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3 Supply Of Products

3.1 Supplier shall inform DDC of any test, quality control or quality assurance reports on the Products in its possession or control and, at DDC’s request, provide copies of them to DDC.

3.2 Supplier shall ensure that the Products shall:

3.2.1 be of satisfactory quality and fit for any purpose held out by Supplier or made known to Supplier by DDC;

3.2.2 be free from defects in design, material and workmanship and remain so for 12 months after the Delivery Date (or such other period agreed between the parties in writing or as stated in the Order accepted by Supplier); and

3.2.3 correspond with their description and any applicable Specification or sample.

3.3 In the case of any Product parts or components or Deliverables that Supplier does not manufacture, Supplier shall transfer to DDC any warranty or guarantee which Supplier receives from its supplier of such parts, components or Deliverables.

3.4 Supplier shall obtain and maintain in force, for the duration of the Contract all the licences, permissions, authorisations, consents and permits needed to carry out its obligations in accordance with the Contract.

3.5 Supplier shall not unreasonably refuse any request by DDC to inspect and test the Products during manufacture, processing or storage at the premises of Supplier or any third party prior to despatch, and Supplier shall provide DDC with all facilities reasonably required for inspection and testing.

3.6 If, as a result of inspection or testing DDC, is not satisfied that the Products will comply in all respects with the Contract, and DDC so informs Supplier within 14 days of inspection or testing, Supplier shall immediately take such steps as are necessary to ensure compliance.

4 Delivery of Products

4.1 Supplier shall ensure that:

4.1.1 the Products are packed (using sustainable packing materials wherever reasonably possible) and secured in such manner as to enable them to reach their Delivery Point in good condition;

4.1.2 the Products are marked in accordance with Law and DDC’s reasonable instructions; and

4.1.3 each delivery of the Products is accompanied by:

(a) a delivery note which shows the Order Number, the type and quantity of the Products and any special storage instructions (if applicable);

(b) the necessary shipping documents (including any export licenses, certificates of origin, permits); and

4.1.4 a certificate of compliance or test certificate if stated on the Order.

4.2 Supplier shall deliver the quantity of the Products specified in the Order during Core Hours on the Delivery Date, at the Delivery Point. Supplier shall promptly inform DDC in writing of becoming aware of any circumstances likely to cause delay in Delivery.

4.3 Delivery of an Order shall be complete on the completion of unloading of the Order at the Delivery Point, provided that where the Delivery Point is Supplier’s premises (i.e. DDC or its nominee is making a collection) the Delivery shall be complete on completion of loading of the Order onto the collection vehicle.

4.4 Supplier shall not deliver Orders in instalments without DDC’s prior written consent. Where DDC consents, each such instalment shall be invoiced separately.

4.5 The time for Delivery is critical to the Contract and if an Order is not delivered on the specified Delivery Date, then DDC may:

4.5.1 refuse to take any subsequent attempted Delivery of the Order;

4.5.2 terminate the Contract with immediate effect;

4.5.3 obtain substitute products from another supplier and recover from Supplier any additional costs and expenses reasonably incurred by DDC in obtaining such substitute products; and

4.5.4 claim damages for any other costs, expenses or losses resulting from Supplier's failure to deliver the Order on the Delivery Date, provided that Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by DDC's failure to comply with its obligations under the Contract.

4.6 Supplier does not require DDC to return any packaging material to Supplier, and DDC may dispose of packing materials containing the Products as it thinks fit.

4.7 Ownership of, and risk in, the Products shall pass to DDC on completion of Delivery.

5 Supply of Services

5.1 Supplier shall from the date, and for the period, set out in the Order provide the Services to DDC in accordance with the Contract. Supplier shall meet any Delivery Date for the Services specified in the Order or notified to Supplier by DDC.

5.2 In providing the Services, Supplier shall:

5.2.1 co-operate with DDC in all matters relating to the Services, and comply with all reasonable instructions of DDC;

5.2.2 perform the Services with reasonable care, skill and diligence in accordance with best practice in Supplier's industry, profession or trade;

5.2.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that Supplier's obligations are fulfilled;

5.2.4 ensure that the Services and Deliverables conform with all descriptions and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to Supplier by DDC;

5.2.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;

5.2.6 use good quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to DDC, will be free from defects in workmanship, installation and design;

5.2.7 obtain and at all times maintain all necessary licences and consents, and comply with Law;

5.2.8 observe all health and safety rules and regulations and any other security requirements that apply at any of DDC’s or any third party premises at which the Services are performed;

5.2.9 hold all DDC Materials at its own risk, maintain the DDC Materials in good condition until returned to DDC, and not dispose or use the DDC Materials other than in accordance with DDC’s written instructions or authorisation; and

5.2.10 not do or omit to do anything which may cause DDC to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and Supplier acknowledges that DDC may rely or act on the Services.

6 Remedies

6.1 Supplier shall promptly:

6.1.1 inform DDC of any actual, or likely, failure to supply the Products or Services or otherwise comply with Contract; and

6.1.2 at DDC’s request, rectify any such actual failure or take steps to avoid any such likely failure.

6.2 DDC shall not be deemed to have accepted any Products and/or Services until it has had a reasonable time to inspect them following Delivery, or, in the case of a latent defect in the Products and/or Services, until a reasonable time after the latent defect has become apparent.

6.3 If Supplier supplies any Products and/or Services that do not comply with the Contract, then DDC may:

6.3.1 reject: (1) the Products (in whole or in part) whether or not ownership has passed and to return them to Supplier at Supplier's own risk and expense; and/or (2) the Services (in whole or part);

6.3.2 immediately terminate the Contract by giving written notice to Supplier;

6.3.3 require Supplier to repair or replace the rejected Products, or to provide a full refund of the price of the rejected Products (if paid), within five Business Days of being requested to do so;

6.3.4 require Supplier to reperform the rejected Services, or to provide a full refund of the price of the defective Services (if paid);

6.3.5 refuse to accept any subsequent supply of the Products and/or Services which Supplier attempts to make;

6.3.6 recover from Supplier any expenditure incurred by DDC in obtaining substitute products and/or services from a third party; and/or

6.3.7 claim damages for any other costs, expenses or losses resulting from Supplier's failure to supply the Products and/or Services in accordance with the Contract.

6.4 The terms of these Conditions shall apply to any repaired or replacement Products and/or substituted or remedial Services supplied by Supplier.

7 Intellectual Property Rights

7.1 Supplier acknowledges that all DDC Materials, and all Intellectual Property Rights in DDC Materials, are and shall remain the exclusive property of DDC.

7.2 Subject to clause 7.1, all other Intellectual Property Rights arising out of or in connection with the Services shall be owned by Supplier.

7.3 Supplier grants to DDC, or shall procure the direct grant to DDC of, a fully paid-up, worldwide, non-exclusive, royalty-free, transferable, perpetual and irrevocable licence to copy and modify the Deliverables (excluding DDC Materials) for the purpose of receiving and using the Services and the Deliverables.

7.4 DDC grants Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and use any DDC Materials, for the term of the Contract, for the purpose of providing the Products and Services to DDC.

8 Price & Payment

8.1 The price of the Products or Services shall be the price in the Order, or if no price is quoted or otherwise agreed in writing between the parties, the price set out in Supplier's published price list as at the Effective Date (Price). The Price is fixed. The Price is exclusive of amounts in respect of VAT but is otherwise inclusive of the costs of packaging, insurance and carriage of the Products, and every cost and expense relating to the supply of the Services. Supplier shall provide valid tax invoices.

8.2 Supplier may invoice DDC for the Price of the Products or Services on or at any time after completion of Delivery of them. Each invoice shall include such supporting information required by DDC to verify the accuracy of the invoice, including the Order Number.

8.3 DDC shall pay invoices in full within 90 days of the end of the month in which the invoice is received. Payment shall be made to the bank account nominated by Supplier.

8.4 All invoices sent under the Contract shall be: (i) in a format agreed between the parties (such agreement not to be unreasonably withheld or delayed); (ii) addressed to DDC's address as set out in the Order; and (iii) emailed to DDC at Finance@ddcdolphin.com.

8.5 Each party may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the other party against any amounts payable by it to the other party under the Contract.

8.6 A party may charge interest on undisputed late payments at two percent a year above the base rate of the Bank of England from the date due until the date paid.

9 Compliance

9.1 The parties shall comply with Law in relation to the Contract (including the performance of their obligations under the Contract and, in the case of Supplier, the supply of the Products and Services). Neither party shall do anything that they know, or ought to know, would cause the other party to breach the Law.

9.2 Each party shall: (1) provide any reasonable information or assistance requested by the other party that is necessary to enable the other party to comply with Law; and (2) maintain and follow adequate policies to ensure compliance with Law on bribery, corruption, fraud, modern slavery, and human trafficking.

9.3 Supplier shall, upon written request and at least 48 hours in advance (other than in the case of an emergency), provide DDC and its agents access to records, premises, personnel and any other information or property related to the Contract.

10 Indemnity

10.1 Supplier shall indemnify DDC against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by DDC arising out of or in connection with:

10.1.1 any claim made against DDC for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the supply or use of the Products and/or Services;

10.1.2 any claim made against DDC by a third party arising out of, or in connection with, the supply of the Products and/or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by Supplier, its employees, agents or subcontractors; and

10.1.3 any claim made against DDC by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Products and/or Services, to the extent that the defect in the Products and/or Services is attributable to the acts or omissions of Supplier, its employees, agents or subcontractors.

10.2 Nothing in these Conditions shall limit DDC's general obligation at law to mitigate a loss it may suffer or incur as a result of a matter that may give rise to a claim under the indemnity in clause 10.1.

11 Insurance

11.1 During the term of the Contract and for at least the following six years, Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance (where it is providing professional advisory Services), product liability insurance, and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall promptly provide evidence of such insurances at DDC’s request. The parties may agree on minimum levels of insurance in the Order.

12 Confidentiality

12.1 In this clause 12, Confidential Information means any information of a confidential nature concerning the business, affairs, customers, or suppliers of the other party or its group companies, including information relating to a party’s or its group companies’ operations, processes, plans, product information, know-how, designs, trade secrets, software and market opportunities.

12.2 Throughout the duration of the Contract and afterwards, each party (Receiving Party) shall keep in strict confidence all Confidential Information and which has been disclosed to it or its employees, agents or sub-contractors by the other party (Disclosing Party).

12.3 The Receiving Party may only disclose the other party's Confidential Information:

12.3.1 to its group companies and its and their employees, officers, representatives, contractors, agents and/or advisers (together, Representatives) who need to know such information for the purposes of the Contract. The Receiving Party shall ensure that its Representatives to whom it discloses the other party's Confidential Information comply with this clause 12; and

12.3.2 as may be required by Law, a court of competent jurisdiction or any governmental or regulatory authority, provided that it promptly notifies the other party of the disclosure if permitted by Law.

12.4 The Receiving Party shall ensure that its employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to this clause 12.

12.5 The obligation of confidentiality in clause 12.2 shall not apply to information that is:

12.5.1 generally available to the public not by breach of the Contract,

12.5.2 known by the Receiving Party or its Representatives before disclosure under the Contract,

12.5.3 obtained by the receiving party or its Representatives from a third-party source, but not through breach of confidentiality, or

12.5.4 independently developed by the Receiving Party.

12.6 The Receiving Party shall promptly destroy or erase the other party’s Confidential Information it holds upon the other party’s request, except it may retain copies securely stored in computer backup systems or to meet legal or regulatory obligations, subject always to the terms of this clause 12.

12.7 All Confidential Information supplied by the Disclosing Party under or in accordance with the Contract shall, at all times, be and remain as between the Disclosing Party and the Receiving Party the exclusive property of the Disclosing Party and shall be held by the Receiving Party in safe custody at its own risk and maintained and kept in good condition until returned to the Disclosing Party, and shall not be disposed of or used other than in accordance with the Disclosing Party's written instructions or authorisation.

13 Termination

13.1 DDC may at any time terminate the Contract by giving Supplier at least 14 days’ notice in writing.

13.2 A party may terminate the Contact by giving written notice to the other party if:

13.2.1 the other party commits a material or persistent breach of the Contract that is either not remediable or remedied within 14 days of that party being notified in writing of the breach; or

13.2.2 the other party is insolvent, enters into bankruptcy, takes steps relating to its entering administration, liquidation or an arrangement with its creditors (except for solvent restructuring), obtains a moratorium, is being wound up (voluntarily or involuntarily, except for solvent restructuring), suspends or ceases to carry on business, or is involved in a similar procedure in any jurisdiction.

13.3 Termination of the Contract shall not affect the accrued rights, remedies and liabilities of the parties. Any provision of the Contract intended, expressly or impliedly, to survive termination of the Contract shall remain in effect.

14 Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations caused by a Force Majeure Event, provided it promptly notifies the other party of the Force Majeure Event, took reasonable precautions to prevent or minimise the same, and uses all reasonable endeavours to mitigate the effect of the same.

15 Notices

15.1 Notices under the Contract must be in writing and sent to a party’s registered office or principal place of business or, if sent by email, to the email address of the other party’s main point of contact or contract manager in relation to the Order. A copy of the notice to DDC must be sent by email to purchasing@ddcdolphin.com. Notices shall be deemed received:

15.1.1 if sent by reputable overnight courier service, at 9.00 am on the next Business Day at the location of the recipient; or

15.1.2 if sent by email between 9.00 am and 5.00 pm on a Business Day, on the date sent, or if outside of such period, then at 9.00 am on the next Business Day.

16 Assignment

Supplier shall not assign the Contract or any part of it without the prior written consent of DDC. DDC may assign the benefit of the Contract or any part of it to a third party on notice to Supplier.

17 General

17.1 Rights and remedies provided under the Contract are cumulative, and not exclusive of, any other rights and remedies provided by Law or otherwise.

17.2 If any provision part-provision of the Contract is or becomes invalid, illegal or unenforceable, that shall not affect the rest of the Contract.

17.3 No waiver of any right or remedy under the Contract will be effective unless it is in writing and signed by the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions. A failure to enforce a right under the Contract, is not a waiver of that right at any time.

17.4 Except as expressly provided in these Conditions, any variation to the Contract shall have no effect unless expressly agreed in writing and signed by an authorised representative of each party.

17.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

17.6 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with English law. The parties submit to the exclusive jurisdiction of the English courts, except DDC may take proceedings against Supplier in the country in which Supplier is registered.

DDC - Terms and Conditions of Sale (Conditions)

Interpretation

The following definitions apply in these Conditions:

Accepted Order: an Order which is accepted by DDC in accordance with clause 2.1.2.

Business Day: a day other than a Saturday, Sunday or public holiday in England.

Contract: the contract between Customer and DDC for the supply of Products and/or Services, consisting of an Accepted Order, these Conditions and any applicable Specification and any other document incorporated by express reference.

Currency: UK Pounds Sterling or such other currency as set out in the Accepted Order.

Customer: the person who purchases the Products and/or Services from DDC under the Contract.

DDC: DDC Limited, incorporated in England and Wales under number 2643023.

DDC Proposal: a quotation or proposal for the supply of the Products and/or Services (and which may include the Specification), provided by DDC to Customer, including in electronic form via an app or website.

Default Event: means any of the events described in clauses 15.2.1-15.2.3.

Delivery/Delivered: means actual delivery of the Products and/or Services to Customer or Customer’s agent or carrier in accordance with the Accepted Order or otherwise agreed in writing between the parties.

Delivery Point: the place, delivery agent or carrier specified in the Accepted Order or otherwise agreed in writing between the parties.

End User: the person described in the Accepted Order or nominated by Customer and who is the end user of the Products and/or the Services.

Force Majeure Event: a circumstance beyond a party’s reasonable control.

Intellectual Property Rights: all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order: Customer’s order for the Products and/or Services (which may incorporate a Specification).

Price: has the meaning set out in clause 8.1.

Product: a product described in the Accepted Order or in more detail in the relevant Specification (where there is one) or otherwise agreed in writing between the parties, and, where the context requires, associated components, packaging, manuals, instructions, and other literature.

Services: the services to be provided by DDC, as more fully described in the Accepted Order or in more detail in the relevant Specification (where there is one) or otherwise agreed in writing between the parties.

Specification: the specification and standards for a Product and/or the Services, including any related plans and drawings, agreed in writing by the parties.

VAT: value added tax or any equivalent tax.

In the Contract, unless the context otherwise requires: (1) references to any law refer to it as amended, re-enacted, or extended from time to time; (2) references to a person include a natural person, corporate or unincorporated body (whether or not having separate legal personality); (3) the singular includes the plural and vice versa; (4) words following including, include or any similar term shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms; (5) references to "writing" or "written" includes email
If there is a conflict within the Contract, the order of precedence shall be as follows: (1) these general terms (unless explicitly varied by the relevant Accepted Order); (2) the relevant Accepted Order; and (3) any other documents incorporated by reference.

Contracting Process
- A Contract shall come into existence when:
  - Customer offers to buy the Products and/or Services (whether by issuing an Order in response to a DDC Proposal or independently sending DDC an Order); and
  - DDC issues a written acceptance of Customer’s Order.
- DDC may reject any Order or refuse to supply an Accepted Order if Customer is in arrears on payment. In any case, Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by Customer are complete and accurate.
- Only details expressed in the Accepted Order shall be part of the Contract. Samples, drawings, brochures, advertising and other descriptive matters (whatever media) are for illustrative purposes only and do not form part of the Contract.
- These Conditions apply to the Contract to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- A DDC Proposal shall, unless otherwise agreed by DDC, only be valid for 28 days from its date of issue.
- DDC may amend any DDC Proposal until a Contract has been concluded with that proposal reflected in the Approved Order.
- Any typographical, clerical or other error or omission in the Contract may be corrected by DDC without any liability.
- No Contract may be amended or cancelled by Customer without DDC’s prior written consent. If DDC consents to the amendment or cancellation of the Contract it may charge Customer for all losses, costs and expenses incurred as a consequence of that amendment or cancellation.
- Where the Services are to be supplied on an ongoing basis, the initial term of the Services begins on the start date and continues for the minimum term, both as detailed in the Approved Order or as otherwise agreed in writing between the parties (Initial Term). Following the end of the Initial Term, the Contract shall automatically renew continuously for successive 12-month periods unless otherwise specified in the Approved Order or agreed in writing between the parties (Renewal Term), or unless either party gives written notice to terminate at least 90 days’ prior to the end of the Initial Term or any Renewal Term. The Initial Term and Renewal Terms are collectively referred to as the Term. DDC may apply an increase in its Price for the provision of the Services at the start of each Renewal Term provided it is not higher than the annual percentage increase in the Retail Prices Index (as most recently published by the Office for National Statistics at the time DDC calculates the increase in the Price) plus up to 3%.
- If the Services are terminated before the end of the Minimum Term (or any Renewal Term) other than by reason of DDC’s default, DDC may invoice Customer for early termination charges. Such charges for the remainder of the contracted term will be calculated as: (1) all additional costs or expenses incurred by DDC as a consequence of that termination; plus (2) 100% of the Price for the Services for the remainder of the Minimum Term (or, as appropriate, the Renewal Term), to the extent that the Price has not been invoiced, and paid by Customer, in advance.
Products
- DDC may amend the Specification:
  - provided the changes do not adversely affect the quality of the Products and/or Services; or
  - if required by any applicable statutory or regulatory requirement.

DDC shall notify Customer as soon as reasonably practicable in any such event.

Delivery Of Products
- DDC shall deliver the Products:
  - at the Delivery Point at any time after DDC notifies Customer that the Products are ready; and
  - on the basis of ex works (at the Delivery Point, Incoterms® 2020), or on the basis of such other Incoterm® or delivery arrangement as the parties may agree in writing.
- Dates quoted for Delivery are approximate, and the time of Delivery is not binding on DDC. DDC shall not be liable for delay or failure in Delivery of the Products that is caused by Customer’s failure to provide DDC with adequate Delivery instructions or any other instructions or information that is relevant to the supply of the Products.
- If Customer fails to take Delivery of the Products within three days of being informed by DDC that the Products are ready, Delivery shall be deemed completed except in cases where DDC has not met its obligations under the Contract. DDC will store the Products until actual Delivery takes place and will charge Customer for all related costs and expenses, including insurance. If Customer has not taken Delivery within 14 days of the notification, DDC may resell or otherwise dispose of the Products.
- Where the Products are to be delivered in instalments then any delay in Delivery of any one instalment shall not entitle Customer to terminate the Contract as a whole.
- Products should be inspected as soon as they are Delivered. Customer shall indicate any damage to the Products or packaging on the delivery note at the time of Delivery and the contents and packaging of the Products must be retained for inspection as proof of damage, failing which DDC shall have no liability to Customer for such damage.
- DDC shall not be responsible for any Product shortages or defects discovered after Delivery unless Customer informs DDC in writing within 12 hours following the time of Delivery or, as appropriate, the date the Delivery should have occurred.
- Any return of the Products must be preceded by a written request and that return request must be authorised in writing by DDC (whose authorisation will not be unreasonably withheld or delayed). Only where the return of the Products is authorised by DDC and the Products are defective contrary to the warranty in clause 1, will DDC cover the costs of the return, otherwise all return costs (together with the costs of investigating the issue and carrying out any repair) will be charged to Customer.
- DDC may charge Customer for any damage to the Products, which is suffered in the process of the Products being returned.
Risk & Ownership
- Risk in the Products shall pass to Customer at the point of Delivery.
- Ownership of the Products shall not pass to Customer until DDC receives payment in full all sums due to it in respect of the Products, the Services or under any other contract, in which case ownership of the Products shall pass at the time of payment of all such sums.
- Where ownership of the Products has not yet passed to Customer:
  - Customer's right to possession of the Products shall terminate immediately if Customer is subject to a Default Event and Customer shall immediately return the Products to DDC; and
  - Customer grants DDC, its agents, employees an irrevocable licence at any time to enter any premises where those Products are, or may be, stored in order to inspect them, or, where Customer's right to possession has terminated, to recover them. Where the Products are stored at a third party’s premises, Customer will procure from that third party the same rights for DDC as are referred to in the previous sentence.
- Until ownership of the Products has passed to Customer, Customer shall:
  - store the Products separately from all other goods of Customer or any third party in such a way that they remain readily identifiable as DDC’s property;
  - not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
  - not resell the Products;
  - maintain the Products in a satisfactory condition and keep them insured against all risks on DDC’s behalf for their full price. On request Customer shall produce the policy of insurance to DDC;
  - notify DDC immediately if it becomes subject to any Default Events; and
  - give DDC such information as DDC may reasonably require from time to time relating to:
    - the Products; and
    - the ongoing financial position of Customer.
  - At any time before ownership of the Products passes to Customer, DDC may:
    - by written notice, terminate Customer's right to use the Goods in the ordinary course of its business; and
    - require Customer to deliver up all the Products in its possession that have not been irrevocably incorporated into another product and if Customer fails to do so promptly, enter any premises of Customer or of any third party where the Products are stored in order to recover them.
  - This clause 5 shall survive any termination of the Contract.
- The Services
  - DDC shall supply the Services, at the relevant Delivery Point, in accordance with any agreed Specification for the Services in all material respects.
  - DDC shall provide the Services using reasonable care and skill.
  - The Services shall be provided to either Customer or the End User, as the case may be and as confirmed in the Accepted Order or otherwise agreed in writing between the parties.
  - Any dates for the provision of the Services shall be estimates only and the time for the provision of the Services shall not be of the essence.
  - Customer shall provide or otherwise procure that:
    - DDC on reasonable notice is granted access to the premises, equipment, infrastructure and staff of Customer and / or End User as may be reasonably required for the purposes of performing the Services;
    - DDC is informed of all health and safety rules and regulations and any other reasonable security requirements applicable to DDC in the performance of the Services at the Delivery Point; and
    - it complies with the reasonable instructions of DDC as may be relevant to the Services.
  - DDC may engage any subcontractor to fulfil all or any part of the Services on DDC's behalf, provided that DDC shall remain responsible for the subcontractor’s performance of the Services.
  - DDC may charge Customer for any abortive visit where Customer is the cause of the delay in the fulfilment of the Services.
  - Upon fulfilment of the Services, and provided that the Product operates materially in accordance with the relevant Specification, DDC shall notify Customer or the End User (if applicable) of that fact. Customer shall be deemed to have accepted that the Products are operating materially in accordance with the Accepted Order if Customer fails to notify DDC of any problem in the operation of the Product within 3 days of the date on which Customer is notified of the completion of the Services.
- Change Control
  - If Customer wishes to change the scope or execution of the Services, it shall submit details of the requested change to DDC who shall, within a reasonable time, provide a written estimate to Customer of:
    - the likely time required to implement the change;
    - any necessary variations to the Price arising from the change; and
    - any other impact of the change on the Contract.
  - If Customer wishes DDC to proceed with the change, DDC has no obligation to do so until the parties have agreed the necessary variations to the Price, the Service, and any other relevant terms of the Contract to take account of the change and the Contract has been varied in accordance with clause 4.
  - Notwithstanding clause 7.2, DDC may on notice to Customer cancel the Contract or change the Services and/or increase the Price for the Services in order to comply with any applicable safety or statutory requirements, or where the provision of the Services are not feasible due to a technical or commercial reason, but provided that such changes do not materially affect the nature and scope of the Services.
- Price & Payment
  - The price of the Products and Services shall be the price in the Accepted Order, or, if no price is quoted or otherwise agreed in writing between the parties, the price calculated in accordance with DDC's price list in force as at the date of Delivery (Price).
  - Where the Delivery Point for the Products is anywhere other than DDC’s premises, DDC may charge Customer for the costs, agreed with Customer, of delivering the Products to that Delivery Point.
  - Unless otherwise agreed, DDC will invoice Customer for the Price and any associated charges (e.g. any applicable taxes, charges or levies, and the costs of packaging, insurance and delivery, where applicable) in the Currency, and Customer must pay the invoice in the Currency. Customer must pay the invoice before Delivery of the Products or Services, unless DDC agrees in writing to allow Customer to pay within a given period of the date of the invoice, in which case Customer must pay the invoice within that period. All such invoices shall be addressed to Customer's address as set out in the Accepted Order and may be sent in .pdf format by email.
  - All sums payable under the Contract are exclusive of any VAT (if applicable) chargeable on those sums. The paying party shall additionally pay VAT at the prevailing rate, subject to the receipt of a valid invoice.
  - All sums due under the Contract shall be paid in full and without any deduction, set off, counterclaim, discount, abatement or withholding.
  - DDC may terminate the Contract or withhold Delivery or suspend or terminate the provision of the Services if Customer fails to pay the Price or any other charges, or any part of them, on the due date for payment. Upon such suspension or termination, the full unpaid balance of the Price shall immediately fall due for payment.
  - Interest on late payments shall be charged by DDC at the rate of 8% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement.
  - DDC may, without prejudice to any other rights it may have, set off any liability of Customer to DDC against any liability of DDC to Customer.
- Warranty
  - Subject to clauses 2 and 10, DDC will ensure that, on the date of Delivery and for the following 12 months (or for such other period agreed between the parties in writing) (Warranty Period), the Products (excluding any parts or components supplied as part of a repair or maintenance performed by DDC) will conform with their Specification.
  - If, within the Warranty Period, the Products prove to be materially defective under proper use by Customer and where such defect arises solely as a consequence of faulty materials or workmanship on the part of DDC and the defect is not due to normal wear and tear, then DDC will make good the defect by repair or, at its option, by the supply of replacement Products or parts. This obligation to repair or replace is subject to Customer promptly returning the defective Products or parts to DDC in accordance with clause 7.
  - All warranties, conditions and other terms implied by statute or common law in respect of the supply of Products and/or Services are, to the fullest extent permitted by law, excluded from the Contract.
- Limitation Of Liability

CUSTOMER'S ATTENTION IS SPECIFICALLY DRAWN TO THE PROVISIONS OF THIS CLAUSE 10.

Nothing in the Contract shall be construed as limiting or excluding the liability of DDC:
- for death or personal injury resulting from negligence; or
- for any damage or liability incurred by Customer as a result of fraud (including a fraudulent misrepresentation by DDC); or
- for any liability that legally cannot be limited.
Subject to clause 1, DDC shall not be liable to Customer or to any End User whatsoever for any loss of profits, loss of business, depletion of goodwill, loss of anticipated savings, loss of contract or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses which may be suffered by Customer or the End User in consequence of the Contract.
Subject to clauses 10.1 and 10.2, DDC's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with the Contract shall be limited to a sum equivalent to the Price paid to DDC by Customer for the Products or Services that are the subject of the claim.

Intellectual Property Rights
- Customer acknowledges and agrees that all Intellectual Property Rights in the Products (including all components) and the Services are vested in and are the property of DDC or its licensor and shall remain the property of DDC or its licensor (as appropriate).
- Customer shall promptly give written notice to DDC if it becomes aware of:
  - any infringement or suspected infringement by a third party of the Intellectual Property Rights relating to the Products or Services; and/or
  - any claim that any Product or part of the Services infringes the rights of any third party.
- Confidentiality
  - In this clause 12, Confidential Information means any information of a confidential nature concerning the business, affairs, customers, or suppliers of the other party or its group companies, including information relating to a party’s or its group companies’ operations, processes, plans, product information, know-how, designs, trade secrets, software and market opportunities.
  - Throughout the duration of the Contract and afterwards, each party (Receiving Party) shall keep in strict confidence all Confidential Information and which has been disclosed to it or its employees, agents or sub-contractors by the other party (Disclosing Party)
  - The Receiving Party may only disclose the other party's Confidential Information:
    - to its group companies and its and their employees, officers, representatives, contractors, agents and/or advisers (together, Representatives) who need to know such information for the purposes of the Contract. The Receiving Party shall ensure that its Representatives to whom it discloses the other party's Confidential Information comply with this clause 12; and
    - as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that it promptly notifies the other party of the disclosure if permitted by law.
  - The Receiving Party shall ensure that its employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to this clause 12.
  - The obligation of confidentiality in clause 12.2 shall not apply to information that is:
    - generally available to the public not by breach of the Contract,
    - known by the Receiving Party or its Representatives before disclosure under the Contract,
    - obtained by the receiving party or its Representatives from a third-party source, but not through breach of confidentiality, or
    - independently developed by the Receiving Party.
  - The Receiving Party shall promptly destroy or erase the other party’s Confidential Information it holds upon the other party’s request, except it may retain copies securely stored in computer backup systems or to meet legal or regulatory obligations, subject always to the terms of this clause 12.
  - All Confidential Information supplied by the Disclosing Party under or in accordance with the Contract shall, at all times, be and remain as between the Disclosing Party and the Receiving Party the exclusive property of the Disclosing Party and shall be held by the Receiving Party in safe custody at its own risk and maintained and kept in good condition until returned to the Disclosing Party, and shall not be disposed of or used other than in accordance with the Disclosing Party's written instructions or authorisation.
- Default By Customer

Customer shall pay to DDC, on demand, all reasonable costs, charges or loss sustained or incurred by DDC (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to DDC confirming such costs, charges and losses to Customer in writing.

Data Protection
- Each party shall comply with its respective obligations under the provisions of the Data Protection Act 2018 and all other applicable data protection and privacy legislation (Data Protection Legislation).
- Customer shall inform all End User's that their and their customer's personal data may be made available to DDC as appropriate to enable DDC to comply with its obligations under the Contract. Customer warrants that it has, where required by the Data Protection Legislation, obtained the prior informed consent of the End User and the End User's customer for DDC to hold that party's personal data for the purposes of performing its obligations under the Contract.
Termination
- DDC may at any time terminate the Contract by giving Customer at least 14 days’ notice in writing.
- Either party may terminate the Contract by giving written notice to the other party if:
  - the other party commits a material breach of the that is either not remediable or remedied within 30 days of that party being notified in writing of the breach; or
  - the other party fails to pay any sum due under this Contract on the due date for payment; or
  - the other party is insolvent, enters into bankruptcy, takes steps relating to its entering administration, liquidation or an arrangement with its creditors (except for solvent restructuring), obtains a moratorium, is being wound up (voluntarily or involuntarily, except for solvent restructuring), suspends or ceases to carry on business, or is involved in a similar procedure in any jurisdiction.
- On termination of the Contract for any reason:
  - all Services shall also terminate;
  - Customer shall immediately pay to DDC all of DDC's outstanding unpaid invoices (if any). In respect of the Products and Services supplied, or interest incurred, but for which no invoice has been submitted, DDC may submit an invoice, which shall be payable immediately on receipt; and
  - Customer shall, within a reasonable time, return all the Products and equipment owned by DDC which is in Customer’s possession or control (if any). If Customer fails to do so, then DDC may enter Customer's premises and take possession of such Products and equipment. Until such the Products and equipment has been returned or repossessed, Customer shall be solely responsible for its safe keeping.
- Termination of the Contract shall not affect the accrued rights, remedies and liabilities of the parties. Any provision of the Contract intended, expressly or impliedly, to survive termination of the Contract shall remain in effect.
Force Majeure

Notices
- Notices under the Contract must be in writing and sent to a party’s registered office or principal place of business or, if sent by email, to the email address of the other party’s main point of contact in relation to the Order. A copy of the notice to DDC must be sent by email to sales@DDCDolphin.com. Notices shall be deemed received:
  - if sent by reputable overnight courier service, at 9.00 am on the next Business Day at the location of the recipient; or
  - if sent by email between 9.00 am and 5.00 pm on a Business Day, on the date sent, or if outside of such period, then at 9.00 am on the next Business Day.
- Assignment
  - DDC may assign any benefit under the Contract or any part of it to any person on notice to Customer. Customer shall not assign the Contract or any part of it without the prior written consent of DDC.
- General
  - Rights and remedies provided under the Contract are cumulative, and not exclusive of, any other rights and remedies provided by Law or otherwise.
  - If any provision or part provision of the Contract is or becomes invalid, illegal or unenforceable, that shall not affect the rest of the Contract.
  - No waiver of any right or remedy under the Contract will be effective unless it is in writing and signed by the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions. A failure to enforce a right under the Contract, is not a waiver of that right at any time.
  - Except as expressly provided in these Conditions, any variation to the Contract shall have no effect unless expressly agreed in writing and signed by an authorised representative of each party.
  - The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
  - The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with English law. The parties submit to the exclusive jurisdiction of the English courts, except DDC may take proceedings against Customer in the country in which Customer is registered.