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General Conditions of Purchase of Goods and Services ("Conditions") – Justerini & Brooks Limited

Justerini & Brooks Limited ("Justerini & Brooks") will only do business with the Supplier on the basis of Justerini & Brooks’ Conditions. When Justerini & Brooks places an order with the Supplier it is placed subject to these Conditions only. The terms and conditions of the Supplier will not apply unless expressly agreed by Justerini & Brooks in writing. No course of dealing or business between Justerini & Brooks and the Supplier will be relevant to explain or supplement any condition save as provided for in accordance with these Conditions.

1. Definitions and Interpretation

1.1 In these Conditions the following words have the following meanings:

(a) "Applicable Law" means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;

(b) "Bribery Laws" means all Applicable Laws in connection with bribery or anti-corruption including the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977;

(c) "Control" means, in relation to any person, the power to direct the management or policies of that person directly or indirectly through the ownership of shares or voting securities or by contract or otherwise and "Change of Control" means a change in the person or persons exercising such Control;

(d) "Contract" means a contract between Justerini & Brooks Limited ("Justerini & Brooks") and the Supplier for the supply of goods ("Goods") and/or services ("Services"), incorporating these Conditions, the relevant PO or Order and any other document(s) referred to therein;

(e) "Delivery Address" means the address specified for delivery of the Goods and/ or Services on the PO or the Order;

(f) "Order" means any order of Goods or Services made by Justerini & Brooks to the Supplier either by PO or otherwise;

(g) "Personnel" means a party’s directors, officers, employees, agents, representatives, contractors and subcontractors;

(h) "PO" means a purchase order for the Goods and/or Services placed by Justerini & Brooks on Justerini & Brooks' standard form; and

(i) "Supplier" means the supplier of the Goods and/or Services specified on the PO or the Order.

1.2 In these Conditions, unless otherwise specified:

(a) reference to a Condition is to a clause of within these Conditions;

(b) words importing the singular include the plural and vice versa; use of any gender includes the other genders;

(c) references to a “company” shall be construed so as to include any corporation or other body corporate, wherever and however incorporated or established; and

(d) references to a “person” shall be construed so as to include any individual, firm, company, corporation, body corporate, government, state or agency of state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality).

1.3 The headings and titles in these Conditions are for convenience only and shall not affect their interpretation.

1.4 The terms “including” or “includes” or similar shall not be construed so as to limit the scope or meaning of any preceding words.

1.5 A reference to any statutory enactment shall be construed as a reference to that enactment as at the date of the Contract and as amended or re-enacted from time to time.

1.6 If there is any conflict between an Order/PO and these Conditions, these Conditions shall prevail unless expressly agreed otherwise by the parties.

2. Acceptance

2.1 Acceptance of a PO or an Order will take place if the Supplier accepts the PO or Order in writing; or if, with Justerini & Brooks' written agreement, all of the Goods are manufactured, shipped or delivered by the Supplier or its duly authorised sub-contractors to Justerini & Brooks; or if, with Justerini & Brooks' written agreement, all of the Services are performed by the Supplier or its duly authorised sub-contractors.

2.2 If for any reason whatsoever the Supplier intends only to fulfil part of a PO or Order or otherwise intends to supply Goods or Services other than those specified in the PO or Order, then the Supplier shall notify Justerini & Brooks of its counter-offer prior to issuing any acceptance of the PO or Order. Justerini & Brooks can thereafter decide whether to accept the counter-offer in whole or in part and shall inform the Supplier in writing whether it accepts the counter-offer.

2.3 Justerini & Brooks may retract a PO or an Order at any time prior to acceptance in accordance with Condition 2.1 or 2.2, and in that event the PO or Order shall have no effect. Justerini & Brooks may amend a PO or an Order by giving notice in writing to the Supplier at any time prior to acceptance in accordance with Condition 2.1 or 2.2. After a PO or Order has been accepted in accordance with Condition 2.1 or 2.2, any variation to the PO or Order must be agreed in writing by both parties.

3. Quality and Provenance of Goods and Services

3.1 The Supplier warrants that it is either the sole owner of the Goods or is fully authorised by the owner of the Goods to sell them on behalf of the owner to Justerini & Brooks.

3.2 The Supplier warrants that all Goods supplied to Justerini & Brooks (including Goods for onward sales to customers and consumers) shall:

(a) meet the highest quality standards in the industry for equivalent Goods (for example wines shall be of a quality to be expected for that particular vintage and shall neither be counterfeit, oxidised, prematurely oxidised, nor corked nor be tainted by any bacterial fault);

(b) have clean labels and the wine levels shall be at least to the base neck level or higher unless otherwise agreed by the parties;

(c) if the Goods are wine, be in original wooden cases unless otherwise agreed by the parties;

(d) be of the best workmanship and of proper material in terms of packaging;

(e) be free from faulty design in terms of packaging;

(f) not have strip labels unless the Goods are wine supplied from the United States in which case the Goods must have strip labels compliant with all applicable laws and regulations and which are pre-approved in writing by Justerini & Brooks;

(g) comply with UK labelling laws and shall specifically mention sulphites and egg/dairy residues, with relevant labelling to be in English and preceded by the word "contains" (regardless of the language that the rest of the label is in);

(h) display a bottling lot number on the bottle in accordance with the Food (Lot Marking) Regulations 1996 (as may be amended or superseded from time to time);

(i) not be sourced from outside of the European Economic Area without Justerini & Brooks’ prior written consent;

(j) comply with all applicable laws, regulations, rules, codes, standards, policies and orders; and

(k) otherwise comply with and perform in accordance with the PO or Order and any specifications accompanying the PO or Order, and conform to Justerini & Brooks’ requirements specified in the PO or in the Order or otherwise communicated to the Supplier in all respects, including conforming to the case size specified in the PO or Order, and shall be packaged accordingly. Justerini & Brooks shall be notified of any and all instances of any discrepancies prior to acknowledgement of the PO or Order.

3.3 The Supplier shall provide a condition report on the Goods including a photograph of the specific Goods themselves (not similar Goods) and evidence of provenance upon request.

3.4 Upon request, the Supplier shall provide Justerini & Brooks with all necessary information and documentation to demonstrate the ownership and the provenance of the Goods.

3.5 Justerini & Brooks reserves the right to taste a sample of any wine products supplied to ensure quality standards and other warranties are complied with.

3.6 The Supplier warrants that it shall provide the Services:

(a) using reasonable skill care and diligence using suitably skilled, experienced and qualified staff and where staff are named in the PO or Order shall not use any other staff to provide the Services unless agreed by Justerini & Brooks in writing;

(b) using the highest standard of workmanship and materials;

(c) in compliance with the PO or Order and any applicable specifications that Justerini & Brooks provides in relation to the PO or Order;

(d) in compliance with all applicable laws, regulations, rules, codes, standards, policies and orders; and

(e) to meet Justerini & Brooks' requirements in all respects.

The Services shall be deemed to include the services, functions and responsibilities ancillary to and customarily included within services equivalent or similar to the Services.

3.7 The Supplier warrants that it has and will maintain all consents, licences and authorisations necessary to deliver the Goods/perform the Services.

3.8 The warranties set out herein which are in addition to any statutory or other applicable warranties will apply for the benefit of Justerini & Brooks, its successors, assignees and customers.

3.9 Without prejudice to Justerini & Brooks’ other rights and remedies, Justerini & Brooks reserves the right to reject any Goods or Services that do not comply with any warranty in the Contract (including those in Condition 3) and the Supplier shall either repair or replace any Goods or reperform any Services not conforming with these warranties within seven (7) days; alternatively at the sole discretion of Justerini & Brooks or if the Supplier fails to do so, the Supplier will promptly refund Justerini & Brooks all amounts paid by Justerini & Brooks for the Goods/Services (and Justerini & Brooks will not be required to pay any further amounts for the Goods/Services). Furthermore, the Supplier shall be liable for all costs relating to replacing, repairing or returning the Goods or reperforming the Services or any other costs incurred by Justerini & Brooks as a result of sourcing equivalent Goods or Services from an alternative supplier.

3.10 Justerini & Brooks shall not be deemed to have accepted any Goods or Services until Justerini & Brooks has notified confirmation of acceptance to the Supplier in writing.

4. Liability and Insurance

4.1 The Supplier will indemnify Justerini & Brooks in full against all claims, liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by Justerini & Brooks as a result of or in connection with:

(a) breach of any warranty given by the Supplier;

(b) any claim that the Goods or Services infringe, or their importation, use or resale infringes, the patent, copyright, design right, trade mark or other intellectual property rights of any other person anywhere in the world, except to the extent that the claim arises from: (i) compliance with any specification supplied by Justerini & Brooks; or (ii) unauthorised modifications made by Justerini & Brooks;

(c) any claim by Justerini & Brooks’ consumers or customers in respect of the Goods or Services; and

(d) any act or omission by the Supplier or its Personnel in supplying, delivering or installing Goods or performing the Services.

4.2 The Supplier shall maintain in force a policy of insurance satisfactory to Justerini & Brooks in respect of its liabilities under the Contract and will provide Justerini & Brooks with evidence of such insurance on request.

5. Compliance with Diageo Standards

5.1 The Supplier warrants that all Goods and Services will comply with or be performed in accordance with all applicable codes of practice of Diageo plc (the ultimate parent company of Justerini & Brooks referred to hereinafter as "Diageo") (available on request).

5.2 The Supplier warrants that it and its Personnel shall comply with the spirit and content of: (a) Diageo’s Partnering with Suppliers Standard; (b) Diageo’s Modern Slavery statement; and (c) all other applicable Diageo codes, policies and rules, in each case as updated and in force from time to time. Copies of these documents are available online at http://www.diageo.com/en-row/csr/Pages/our-code-policies-and-standards.aspx and https://www.diageo.com/pr1346/aws/media/1385/diageomodernslaveryact2016_1.pdf.

6. Delivery/Transport/Packing

6.1 The delivery/completion date specified to the Supplier in the PO or in the Order must be met and time is of the essence. Justerini & Brooks does not waive its rights with respect to a delay in delivery or completion unless specifically agreed in writing. The Supplier shall comply with all delivery or performance instructions notified to it by Justerini & Brooks. If the Supplier fails to do so, Justerini & Brooks may refuse to take delivery of the Goods/refuse performance of the Services and cancel the PO or the Order. Justerini & Brooks will not be required to pay any amounts for the Goods/Services and the Supplier will be promptly refund Justerini & Brooks all amounts paid by Justerini & Brooks for the Goods/Services. The Supplier will also be liable for any additional costs incurred by Justerini & Brooks as a result of the Supplier’s failure to comply with the delivery or performance instructions.

6.2 Notwithstanding the foregoing Condition, If the Supplier is unable to meet the delivery/completion date specified in the PO or Order, the Supplier must promptly notify Justerini & Brooks to confirm Justerini & Brooks’ instructions and the Supplier shall be responsible for any additional costs and/or losses resulting from the Supplier not meeting the delivery/completion date.

6.3 All Goods will be delivered to the Delivery Address in the PO / the Order. The PO / Order will specify which Incoterm applies to the relevant delivery.

6.4 The Supplier shall ensure that all Goods supplied shall be properly protected against damage and deterioration in transit, and shall bear the description, the quantity of the contents and the PO number or Order number on each package unless otherwise agreed.

6.5 Unless otherwise stated in the PO or Order, the Supplier will make no charge for containers, packaging material, crating, boxing, or storage.

6.6 Unless agreed prior to delivery Justerini & Brooks assumes no obligation for Goods shipped in excess of the quantity ordered in the PO or Order. Shipments in excess of the quantity ordered and not accepted by Justerini & Brooks may be returned to the Supplier, and the Supplier will pay Justerini & Brooks for all expenses incurred in connection with such shipments.

7. Documentation

7.1 The Supplier will provide Justerini & Brooks with all certificates of origin, quantity, quality, insurance and compliance with industry requirements or standards in relation to the Goods in such form as Justerini & Brooks may from time to time reasonably request. The Supplier will also provide Justerini & Brooks free of charge with all working drawings, operating instructions, plans, specifications and information reasonably necessary to enable Justerini & Brooks to use the Goods or the Services for their intended purpose.

7.2 The Supplier will:

(a) send on the day of delivery for each consignment a separate advice note and invoice for each delivery including details of the Goods supplied to the Delivery Address;

(b) send on the day of completion of the Services a separate advice note and invoice for each Service (as itemised in the PO or Order) including details of the Services provided;

(c) mark clearly the PO number or Order number on each package, packing notes, invoices, monthly statements and all other correspondence or documents relating to the PO or Order;

(d) send together with the delivery of each Order a packaging list that confirms the product and volume and all accompanying duty documentation from Her Majesty’s Revenue and Customs service including a copy of a copy of EAD (ARC) paperwork and for Duty Paid deliveries a dispatch note with Goods and volume; and

(e) if Goods that are alcoholic beverages are being shipped from the EEA, provide a statement setting out the HS commodity code, the Goods’ origin status, Justerini & Brooks’ EORI number, the destination warehouse’s name, address and required registration numbers, the Supplier’s REX number (if applicable) and all other information reasonably required by Justerini & Brooks.

7.3 The documents referred to in Conditions 7.1 and 7.2 are herein collectively referred to as "Delivery Documents".

8. Title and Risk of Loss

8.1 Risk of loss or damage to the Goods will not pass to Justerini & Brooks until the Goods have been delivered into Justerini & Brooks' possession or collected by Justerini & Brooks’ third party representative on its behalf and are confirmed by Justerini & Brooks to be accepted and in accordance with the Contract.

8.2 Title to the Goods will pass to Justerini & Brooks when the Goods are delivered to the Delivery Address or collected by Justerini & Brooks or its representative, unless payment is made prior to delivery in which case title shall pass upon payment being made. Except in the case of En Primeur, upon receipt of payment the Supplier shall appropriate the Goods to Justerini & Brooks at an agreed time and shall then keep them separate from all other goods in the possession of the Supplier and shall clearly mark the Goods as the property of Justerini & Brooks. Passing of title shall not in respect of the Goods prejudice any right of rejection or other right, which Justerini & Brooks may have.

9. Price and Payment

9.1 The price shall be as stated in the PO or Order and unless otherwise stated shall be exclusive of applicable value added tax and, with the exception of Goods sold under bond, excise duty. No additional charges, fees or expenses (including for packaging, delivery, insurance, import/export costs or duties, loading or unloading) will be payable unless agreed by Justerini & Brooks in writing in advance. Any variation of the price requires the prior written agreement of Justerini & Brooks.

9.2 All payments are contingent upon the Goods/Services conforming with the Contract and, in respect of Goods, receipt of the Delivery Documents by Justerini & Brooks to the reasonable satisfaction of Justerini & Brooks. If for any reason the Supplier does not deliver the Goods/perform the Services/provide the Delivery Documents in accordance with the Contract, the Supplier will refund all amounts paid by Justerini & Brooks for the Goods/Services and Justerini & Brooks will not be required to pay any further amounts for the Goods/Services.

9.3 Payment will be made in accordance with the PO or Order.

9.4 Payments of all undisputed amounts will be made within sixty (60) days of receipt of a correct, complete and validly submitted invoice (including the valid PO number and VAT invoice details) or thirty (30) days for broking Suppliers at the Justerini & Brooks address set out in the PO or in the Order, or at intervals otherwise agreed in writing by Justerini & Brooks and the Supplier against the Goods and/or Services delivered. Notwithstanding the foregoing, Justerini & Brooks operates a weekly payment run and payment may therefore be made up to seven (7) days after this sixty (60) day (or any other agreed) payment period. All payments will be made without prejudice to Justerini & Brooks’ rights should the Goods or performance of the Services prove unsatisfactory or are not in accordance with the Contract.

9.5 Justerini & Brooks shall have the right to set-off any amounts which may become payable by it to the Supplier against any amounts the Supplier may owe to Justerini & Brooks. The Supplier may not set-off any amounts which may become payable by it to Justerini & Brooks against any amounts Justerini & Brooks may owe to the Supplier without Justerini & Brooks’ prior written consent.

9.6 Justerini & Brooks may withhold payment of any invoiced amount which is the subject of a bona fide dispute between the parties. If as part of the resolution of such a dispute Justerini & Brooks either agrees or is ordered by a court of competent jurisdiction to pay the disputed sum (or any part thereof) to the Supplier, Justerini & Brooks will make payment of the relevant amount within sixty (60) days of such agreement or order (plus seven (7) days to account for Justerini & Brooks’ weekly payment run as described in Condition 9.4), unless otherwise agreed or ordered.

9.7 Should payment be made after the date referred to in Condition 9.4 above, Justerini & Brooks shall be liable to pay interest on the amount outstanding, at an annual rate of two percent (2%) above the Bank of England base rate from time to time in force.

9.8 Nothing in these Conditions obligates Justerini & Brooks to purchase or acquire any minimum level of goods or services from the Supplier or requires Justerini & Brooks to purchase exclusively from the Supplier.

10. Intellectual Property

10.1 Justerini & Brooks or its affiliates are the proprietor of all Justerini & Brooks trade marks and associated goodwill. The Supplier will not gain any right, title or interest in any names, logos or trade marks owned by Justerini & Brooks or its affiliates ("J&B Marks") and shall not make any use of the same without Justerini & Brooks' prior written approval.

10.2 Any permission to reproduce the J&B Marks on any Goods, Services or Works (as defined in Condition 10.9) is solely for the purpose of fulfilling the Contract and will expire once the Contract is completed, terminated or cancelled whichever occurs earlier.

10.3 Any goods, services or Works created in connection with the provision of the Goods or Services supplied to Justerini & Brooks by the Supplier incorporating J&B Marks are supplied on a sole and exclusive basis. The Supplier shall not supply the same or similar goods, services or Works to any other party or dispose of them in any way whatsoever other than to Justerini & Brooks, unless otherwise specified in the PO or Order.

10.4 Any excess Goods produced bearing J&B Marks which are not supplied to Justerini & Brooks must be promptly notified to Justerini & Brooks and destroyed, unless otherwise agreed by Justerini & Brooks in writing.

10.5 The Supplier will not do anything intended or likely to damage the J&B Marks or the name or reputation of Justerini & Brooks or those of its products. If the Services involve an association with the Supplier as an individual (e.g. as a brand ambassador for a Justerini & Brooks brand), or association with an individual who is retained by the Supplier, the Supplier shall not engage (and shall procure that any retained person does not engage) in any conduct that is likely to harm or misuse or bring into disrepute the good name, image or reputation of the individual, Justerini & Brooks, or any affiliates or brands of Justerini & Brooks.

10.6 The Supplier warrants that the provision of the Goods and/or Services and use of them by Justerini & Brooks in accordance with the Contract shall not infringe any third party intellectual property rights.

10.7 The Supplier will defend, indemnify and hold Justerini & Brooks harmless against all claims and proceedings arising from alleged infringement of any third party’s intellectual property rights by reason of the Supplier’s provision of the Goods and/or Services. Justerini & Brooks will notify the Supplier in writing of any allegation of infringement and will allow the Supplier to secure a right of continued use for Justerini & Brooks or modify or replace the Goods and/or Services, or any item provided as part thereof, so as to avoid the infringement, provided that the modification or replacement does not materially adversely affect the nature and quality of the Goods or the Service. If the Supplier is unable to either secure continued use for Justerini & Brooks or modify or replace the Goods and/or Services, or any item provided as part thereof, so as to avoid the infringement, Justerini & Brooks will cease using the relevant Goods/Services/item and the Supplier will promptly reimburse Justerini & Brooks the full cost of the relevant Goods/Services.

10.8 The Supplier hereby grants to Justerini & Brooks and its affiliates a royalty-free, fully paid up, non-exclusive licence to use the Supplier’s name and trade marks ("Supplier Marks") on Justerini & Brooks’ websites, advertising, merchandising and promotional material for the purpose of advertising, marketing and selling the Goods/Services supplied to Justerini & Brooks by the Supplier. For the avoidance of doubt, nothing in this Condition is intended to transfer or assign any right or interest in the Supplier Marks to Justerini & Brooks.

10.9 The Supplier acknowledges that in connection with the provision of Goods or Services supplied to Justerini & Brooks, the Supplier may develop for Justerini & Brooks works and/or materials, including documents, models, prototypes, software, data, formulae, specifications, inventions, concepts, processes, techniques, analyses, compilations, studies, reports, designs, artwork, moulds, photographs, labels, names or logos ("Works").

10.10 In connection with all Works:

(a) the Supplier hereby assigns to Justerini & Brooks, with full title guarantee and without restriction, the legal and beneficial ownership of all intellectual property rights subsisting in or relating to any Works (collectively the "Works IP");

(b) the Supplier shall procure that its Personnel shall waive all moral rights in the Works arising under the Copyright, Designs & Patents Act 1988, Copyright and Related Rights Act 2000 and, so far as legally possible, any broadly equivalent rights they may have in any territory of the world;

(c) to the extent that any Works IP is not capable of being assigned at the date of any PO or Order, the Supplier hereby agrees to assign to Justerini & Brooks, with full title guarantee and without restriction, all Works IP at Justerini & Brooks’ request; and

(d) the Supplier agrees, at Justerini & Brooks’ request and cost, to do all such things as may be necessary or desirable to vest in Justerini & Brooks the full benefit of all Works IP subsisting in or relating to any Works.

11. Our Property & Premises

11.1 All materials, equipment, drawings, designs, specifications, artwork, specifications, data, information and documents provided by Justerini & Brooks to the Supplier in connection with the Contract and all copies or reprints of the same ("J&B Property") will remain the property of Justerini & Brooks at all times and shall be used by the Supplier solely for the purposes of fulfilling the Contract. On completion, cancellation or termination of the Contract or otherwise on request by Justerini & Brooks, the Supplier will promptly return or destroy (at Justerini & Brooks’ election) the J&B Property in its possession or control, and cease all use of the J&B Property.

11.2 The Supplier shall not attend or access any premises owned or operated by Justerini & Brooks without Justerini & Brooks’ prior written permission. Without prejudice to the foregoing, the Supplier shall ensure that its Personnel comply with Diageo’s health and safety policies at all times when present at Justerini & Brooks premises, and without prejudice to its other rights and remedies Justerini & Brooks may remove any Supplier Personnel from the premises if such Personnel fail to do so. The Supplier shall not store any of its equipment at any Justerini & Brooks’ premises without Justerini & Brooks’ prior written consent, and any Supplier equipment stored on Justerini & Brooks’ premises are stored there at the Supplier’s sole risk. Justerini & Brooks accepts no responsibility for the safe-keeping of such equipment.

11.3 The Supplier warrants, represents and undertakes to Justerini & Brooks that, at all times in providing the Services it shall:

(a) ensure that its vehicles, equipment, operating methods and processes and systems of work are safe and of a standard that meets or exceeds the requirements of all applicable health and safety legislation and Good Industry Practice. ("Good Industry Practice" means the high level of skill, care, diligence, foresight, practice and attention expected of an experienced and market-leading supplier supplying the Services); and

(b) adhere to and ensure compliance by it and all its Personnel with Diageo’s health and safety policies, which the Supplier acknowledges having received.

12. Confidentiality

12.1 The existence and terms of the Contract, the existence of any relationship or association between Supplier and Justerini & Brooks, and any other information and materials relating to Justerini & Brooks or its business disclosed to the Supplier by or on behalf of Justerini & Brooks ("Confidential Material") prior to or after the entering into of the Contract shall be confidential information of Justerini & Brooks. The Supplier shall only use Confidential Material in the performance of its obligations under the Contract and shall not disclose the same to any third party or use the same for any other reason, without Justerini & Brooks’ prior written consent.

12.2 This Condition 12 does not apply to information which is:

(a) in the public domain through no breach or fault of the Supplier;

(b) obtained by the Supplier from a third party who is free to disclose the same; or

(c) legally required to be disclosed.

12.3 The Supplier’s obligations set out in this Condition 12 shall continue in force after the date of the performance of the Contract and thereafter in perpetuity.

12.4 The Supplier shall take all necessary precautions to ensure the security of all Confidential Material and shall comply with Justerini & Brooks’ directions in relation to all Confidential Material.

12.5 The Supplier shall ensure that Confidential Material is disclosed only to those of its Personnel who need to know it for the purpose of performing the obligations of the Supplier under the Contract and who are bound by appropriate and legally binding confidentiality and non-use obligations. The Supplier shall be fully responsible for all disclosure and use of the Confidential Material including any unauthorised disclosure or use of the Confidential Material by its Personnel.

12.6 All documents, files and other items (in whatever format or medium) which contain or record Confidential Material shall remain or become the property of Justerini & Brooks, and the Supplier shall cease to use them and deliver them to Justerini & Brooks upon request, together with all copies thereof.

12.7 The Supplier shall not, and shall ensure that its Personnel shall not, in any way publicise its relationship with Justerini & Brooks and its affiliates without the express written agreement of Justerini & Brooks.

12.8 It is acknowledged by the parties that a violation of this Condition 12 would cause irreparable harm to Justerini & Brooks, for which monetary damages would be inadequate and that Justerini & Brooks may seek injunctive relief for a breach of this Condition.

13. Breach, Termination Etc.

13.1 If the Goods or Services are not supplied or performed in accordance with the Contract Justerini & Brooks may, without prejudice to any other right or remedy, require the Supplier to supply replacement Goods, repair the Goods or re-perform Services within seven (7) days; alternatively at Justerini & Brooks’ sole discretion or if the Supplier fails to do so Justerini & Brooks may cancel the Contract, and the Supplier will refund to Justerini & Brooks all amounts already paid by Justerini & Brooks for the Goods/Services (and Justerini & Brooks will not be required to pay any further amounts for the Goods/Services). The Supplier shall be liable for all costs relating to replacing, repairing or returning the Goods or reperforming the Services or any other costs incurred by Justerini & Brooks as a result of sourcing equivalent Goods or Services.

13.2 Justerini & Brooks may terminate the Contract immediately, by written notice without any liability to the Supplier, if:

(a) the Supplier is in material breach of any term of the Contract and such breach is irremediable or, if remediable, such breach is not remedied within fourteen (14) days of Justerini & Brooks giving the Supplier written notice of the breach. Without limitation to the foregoing, any breach of clauses 5, 10.6, 12, 15 and/or 16 by the Supplier shall constitute a material breach incapable of remedy;

(b) the Supplier files a notice of intention to appoint administrators, makes any arrangement with all or any class of its creditors, becomes subject to an administration or government order or goes into bankruptcy, liquidation, or receivership;

(c) a receiver, trustee or liquidator is appointed over any of the Supplier's undertakings, property or assets;

(d) the Supplier becomes unable to pay (or has no reasonable prospect of paying) its debts generally as they become due within the meaning of section 123 of the Insolvency Act 1986;

(e) the Supplier ceases or threatens to cease to carry on business;

(f) the Supplier takes, suffers or is the subject of (or proposes to take or is threatened with or any step is taken towards) any similar action, event or proceedings to those listed in Conditions 13.2(b)-(e) in any jurisdiction in consequence of debt;

(g) Justerini & Brooks reasonably considers that any of the events set out in Condition 13.2(b) to (f) is about to occur to the Supplier;

(h) the Supplier suffers a data or cybersecurity incident which Justerini & Brooks considers in its sole discretion has an impact on the arrangements under the Contract; or

(i) the Supplier undergoes a Change of Control.

13.3 Justerini & Brooks may at any time at its option by giving notice to the Supplier immediately cancel the Contract in whole or in part with respect to any Goods which have not yet been delivered or Services not yet performed to completion. Justerini & Brooks’ only obligation for cancelling a Contract for standard stock Goods will be to pay for Goods shipped prior to the date of cancellation. If Justerini & Brooks cancels a Contract covering Goods made to its specification or for Services part-performed and the Supplier is not in breach of the Contract, subject to delivery and/or performance of the same, Justerini & Brooks will pay the Supplier the agreed unit price for Goods delivered prior to the date of cancellation and any direct and proven costs arising from the manufacture of the Goods incurred by the Supplier before the Supplier received notice of cancellation and/or the agreed price for the part of the Services performed prior to the date of cancellation calculated as a reasonable percentage of the agreed completed Services price. Under no circumstances will the total payment upon cancellation exceed the total Contract price. Justerini & Brooks will not be liable for prospective or anticipated profits by reason of such cancellation or other economic loss.

13.4 On cancellation/termination of the Contract for any reason, the Supplier will promptly refund to Justerini & Brooks all amounts paid by Justerini & Brooks for Goods/Services not properly delivered/performed prior to the date of cancellation/termination, and Justerini & Brooks will not be required to pay any further amounts to the Supplier.

13.5 On cancellation/termination/completion of the Contract by Justerini & Brooks, the Supplier will immediately return to Justerini & Brooks, any J&B Property and Confidential Materials held by the Supplier at no further cost to Justerini & Brooks. Justerini & Brooks may enter the Supplier's premises to recover such J&B Property and Confidential Materials.

13.6 The rights set out in this Condition 13 are without prejudice to Justerini & Brooks’ other legal rights and remedies.

14. Assignment and Subcontracting

14.1 Justerini & Brooks may assign, transfer or otherwise dispose of its rights and obligations under the Contract to any other company directly or indirectly owned and/or controlled by Diageo plc.

14.2 The Contract is personal to the Supplier and the Supplier may not without Justerini & Brooks’ prior written consent assign, transfer, mortgage, charge or otherwise dispose of any of its rights or obligations under the Contract, or sub-contract or otherwise delegate performance of its obligations under the Contract. Without prejudice to the foregoing, if the Supplier engages any subcontractor in the performance of its obligations under the Contract, then the Supplier shall be responsible for any acts or omissions of such subcontractor in connection with the Contract as if those acts or omissions were its own.

14.3 The Supplier will on request provide Justerini & Brooks with full details of any suppliers to the Supplier of goods or services which are or are intended to be incorporated in the Goods and/or Services supplied to Justerini & Brooks.

15. Compliance with Law

15.1 The Supplier shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

15.2 The Supplier shall ensure that it, and shall procure that each Supplier Personnel shall not, by any act or omission, place Justerini & Brooks in breach of any Bribery Laws. The Supplier shall comply with all Bribery Laws. The Supplier shall not make or receive any bribe (which term shall be construed in accordance with the Bribery Laws) or other improper payment or advantage, or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere, and the Supplier shall ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.

15.3 The Supplier undertakes, warrants and represents that:

(a) neither it nor any of the Supplier Personnel has: (i) committed an offence under the Modern Slavery Act 2015 (an "MSA Offence"); or (ii) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or (iii) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; and

(b) it shall comply with the Modern Slavery Act 2015 and any policies or procedures with respect to modern slavery notified to it by Justerini & Brooks from time to time.

15.4 The Supplier shall ensure that it and any persons associated with it shall not by any act or omission commit, or cause, facilitate or contribute to the commission by any person including the Supplier of a Corporate Failure to Prevent Offence, a UK Tax Evasion Offence, or a Foreign Tax Evasion Offence as each of those terms and "associated with" is defined in Part 3 of the Criminal Finances Act 2017 and guidance published under it.

15.5 The Supplier warrants and represents that it has not, and to the best of its knowledge, information and belief, no Supplier Personnel has:

(a) been investigated in connection with, or charged with having committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence;

(b) received any court orders, warrants, oral or written notices from a government prosecuting authority concerning any actual or alleged violation by it of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence; or

(c) received any report (including a report from the Supplier’s external auditors, any Supplier Personnel or any other person) or discovered any evidence suggesting that the Supplier or any Supplier Personnel has committed or facilitated the commission of any UK Tax Evasion Offence or any Foreign Tax Evasion Offence,

where "UK Tax Evasion Offence" and "Foreign Tax Evasion Offence" have the definitions given to them in Part 3 of the Criminal Finances Act 2017 and guidance published under it.

15.6 The Supplier shall immediately notify Justerini & Brooks as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 15.

16. Data Protection

16.1 The Supplier warrants and undertakes to comply with its obligations under applicable laws relating to data protection and privacy, and, without prejudice to the foregoing, the Supplier shall not act or omit to act in a manner that will or is likely to result in Justerini & Brooks or any of its affiliates breaching its obligations under such applicable laws.

16.2 To the extent the Supplier processes any personal data on behalf of Justerini & Brooks or any of its affiliates, the Supplier shall: (i) process such personal data only in accordance with Justerini & Brooks’ instructions; (ii) implement appropriate technical and organisational measures to protect such personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure; (iii) ensure the reliability of any its Personnel with access to such personal data and that such Personnel have a binding obligation to protect the confidentiality of such personal data; (iv) notify Justerini & Brooks promptly in writing (and with a copy to csi@diageo.com) (but in any event within twenty-four (24) hours of becoming aware of it), of any suspected, potential or actual data incident, including any suspected, potential or actual accidental, unlawful or unauthorised destruction, disclosure, loss, alteration or access in relation to personal data processed on behalf of Justerini & Brooks or any of its affiliates; (v) allow Justerini & Brooks to conduct physical inspections of the Supplier’s premises to ensure compliance with this Condition; (vi) not subcontract any processing of such personal data without the prior written consent of Justerini & Brooks; (vii) upon termination or expiry of the Contract, at Justerini & Brooks’ request, promptly delete or return all personal data; and (viii) not process and/or transfer any such personal data to any country outside the United Kingdom without the prior written consent of Justerini & Brooks.

16.3 The Supplier will provide any assistance and cooperation reasonably requested by Justerini & Brooks in relation to personal data the Supplier processes on behalf of Justerini & Brooks or its affiliates, or any Supplier cybersecurity issue that affects or is reasonably likely to affect Justerini & Brooks and/or its affiliates.

17. Miscellaneous

17.1 Justerini & Brooks will only do business with the Supplier on the basis of these Conditions. When Justerini & Brooks places an Order with the Supplier it is placed subject to these Conditions only. The terms and conditions of the Supplier will not apply unless expressly agreed by Justerini & Brooks in writing. No course of dealing or business between Justerini & Brooks and the Supplier will be relevant to explain or supplement any Condition save as provided for in accordance with these Conditions.

17.2 Nothing in the Contract will create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between Justerini & Brooks and the Supplier. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.

17.3 The Contract contains the entire agreement between the parties with respect to its subject matter and may only be modified by a written document signed by duly authorised representatives of both parties.

17.4 Justerini & Brooks may from time to time alter these Conditions in such manner as it determines. Such alteration will, however, not affect any Contract that Justerini & Brooks may have entered into with the Supplier prior to the alteration.

17.5 The Supplier acknowledges that, in entering into the Contract, the Supplier does not do so on the basis of, nor rely on, any representation, warranty or other provision except as expressly set out in the PO or Order. The Supplier shall not have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract

17.6 Nothing in these Conditions purports to limit or exclude any liability for fraud or any other liability which cannot be excluded by law.

17.7 If any provision of the Contract is held by any court or other competent authority to be void or unenforceable in whole or part, the Contract will continue to be valid as to its other provisions.

17.8 Unless otherwise provided this Contract is not intended to be enforceable by any third party who is not expressly a party to it.

17.9 No failure, delay or omission by Justerini & Brooks in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. No single or partial exercise of any right, power or remedy provided by law or under the Contract by Justerini & Brooks shall prevent any future exercise of it or the exercise of any other right, power or remedy by Justerini & Brooks.

17.10 The rights and remedies provided in the Contract for Justerini & Brooks are cumulative and not exclusive of any rights and remedies provided by law.

18. Notices

Any notice required or authorised under these Conditions shall be in writing and in English and sent by a party to the other by delivering it by hand, sending it by pre-paid recorded delivery post to the other party at its registered office and marked for the attention of the Company Secretary or sending it by email to justbrooksorders@justerinis.com or to such other address as may be agreed from time to time.

19. Governing Law

These Conditions and any Contract of which these Conditions form part will be governed by English law, and the parties submit to the exclusive jurisdiction of the English Courts to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).